[8-K] Protagenic Therapeutics, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Insights

Corporate Governance Specialist

Board adds seasoned life-sciences executive as independent Class II director; governance structure slightly strengthened, no financial terms outside routine plan.

What happened: The 8-K reports that on 18 July 2025 Protagenic Therapeutics appointed Timothy R. Wright to its board as a Class II director, term ending at the 2026 annual meeting.

Regulatory status: The board now counts three independent directors, satisfying Nasdaq’s definition of independence. The filing does not mention any compliance deficiencies, but the additional independent voice enhances oversight.

Director profile: Wright brings experience leading biotech and med-tech firms (Isosceles, BIORG, former CEO MiMedX) and has held board seats at Agenus since 2006. His background spans product development and corporate strategy across several large healthcare companies.

Compensation: He will receive the same equity- and cash-based package disclosed in the January 3 2025 proxy statement; no bespoke incentives were granted.

Materiality: No related-party transactions or special arrangements exist, and no immediate operational or financial impact is disclosed. The event is limited to governance composition.

Investor takeaway: While the appointment modestly strengthens board independence and injects industry expertise, the filing contains no information suggesting changes to earnings, strategy, or capital structure. Net impact is neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 18, 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2025, the Board of Directors (the “Board”) of Protagenic Therapeutics, Inc. (the “Company”) voted unanimously to appoint Timothy R. Wright as a member of the Board, effective immediately and to serve as a Class II director, with a term to expire at the Company’s 2026 annual meeting of shareholders. The Board has determined that Mr. Wright is an “independent director” as defined in the Nasdaq Listing Rules. With the addition of Mr. Wright, the Board now has three independent directors.

Timothy R. Wright is the Executive Chairman of Isosceles, a position that he has held since April of 2019. Mr. Wright also serves as the President and CEO of BIORG, INC since November of 2023. Prior to these positions Mr. Wright was the CEO of MiMedX a regenerative medicine company. Mr. Wright also currently serves on the board of directors of Agenus Inc., which he has served on since 2006. In addition, Mr. Wright is the founder and previous Chairman of The Ohio State University Comprehensive Cancer Center Drug Development Institute . He also serves on the Advisory boards of Washington University Medical School and North Carolina Veterinary School Mr. Wright previously held several executive roles at Covidien (now Medtronic), Teva Pharmaceuticals Industries Ltd., DuPont Merck, Elan Bio-Pharmaceuticals, M2Gen Corp.

For his services as a director, Mr. Wright will participate in the Company’s standard compensation arrangements for non-employee directors, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2025.

There are no arrangements or understandings between Mr. Wright and any other person pursuant to which Mr. Wright was selected as a director of the Company. Mr. Wright has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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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: July 24, 2025	By:	/s/ Alexander K. Arrow
	Name:	Alexander K. Arrow
	Title:	Chief Financial Officer

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