UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2025

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to___________

Commission File Number: 001-12555

PROTAGENIC THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-1390025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

149 Fifth Avenue, Suite 500, New York, New York 10010

(Address of Principal Executive Office) (Zip Code)

(212) 994-8200

Registrant’s Telephone Number Including Area Code

Former Fiscal Year, December 31

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, par value $0.0001	PTIX	Nasdaq Capital Market
Common Stock Purchase Warrant	PTIXW	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of March 5, 2026 there were 1,810,208 shares of common stock, $0.0001 par value per share, outstanding.

PROTAGENIC THERAPEUTICS, INC.

Form 10-Q Report

For the Fiscal Quarter Ended December 31, 2025

TABLE OF CONTENTS

		Page
Part I.	Financial Information

Item 1	Financial Statements:

	Consolidated Balance Sheets at December 31, 2025 (unaudited) and March 31, 2025 (audited)	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended December 31, 2025 and 2024 (unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended December 31, 2025 and 2024 (unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4	Controls and Procedures	31

Part II.	Other Information

Item 1	Legal Proceedings	33

Item 1A	Risk Factors	33

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3	Defaults upon Senior Securities	33

Item 4	Mine Safety Disclosures	33

Item 5	Other Information	33

Item 6	Exhibits	33

Signatures		34

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2025			March 31, 2025
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash in bank	$	2,212,646		$	14,531
Prepaid expenses		43,794			-
VAT receivable		41,523			73,524
Inventories		1,074			1,038

Total current assets		2,299,037			89,093

Long-term assets:
Fixed assets, net		38,836			-
Intangible assets, net		2,093,228			-

Total long-term assets		2,132,064			-

Total Assets	$	4,431,101		$	89,093

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES:
Current liabilities:
Notes payable, net	$	3,155,909		$	1,669,921
Accounts payable		2,030,191			961,117
Accrued liabilities		252,947			249,063
Derivative liabilities		544,353			1,382,750
Loans payable, related parties		840,389			779,201

Total current liabilities		6,823,789			5,042,052

Total liabilities		6,823,789			5,042,052

Commitments and Contingencies		-			-

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.000001 par value. 2,000,000 shares authorized none issued and outstanding		-			-
Series B Convertible Preferred stock, $0.000001 par value. 18,000,000 shares authorized 0 and 17,000 shares issued and outstanding		-			-
Series C Convertible Preferred stock, $0.000001 par value. 15,000 shares authorized 5,705 and 0 issued and outstanding		-			-
Series C-1 Convertible Preferred stock, $0.000001 par value. 1,000,000 shares authorized 950,000 and 0 issued and outstanding		1			-
Series D Convertible Preferred stock, $0.000001 par value. 20,000 shares authorized 20,000 and 0 issued and outstanding		-			-
Preferred stock, value		-			-
Common stock, $0.0001 par value, respectively; 100,000,000 authorized; 1,934,878 and 5,800,000 shares issued outstanding		195			-
Additional paid in capital		6,940,978			455,657
Accumulated deficit		(9,113,856	)		(5,397,606	)
Foreign currency translation adjustment		(220,006	)		(11,010	)
Total stockholders’ deficit		(2,392,688	)		(4,952,959	)

Total liabilities and stockholders’ deficit	$	4,431,101		$	89,093

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	December 31, 2025			December 31, 2024			December 31 2025			December 31, 2024

OPERATING EXPENSES:
Accounting and audit fees		30,000			(9,811	)		238,079			120,789
Research and Development		153,786			134,580			821,127			170,679
Legal Fees		220,184			33,097			546,785			183,122
Consulting Fees		245,827			151,519			475,830			422,019
Salaries and wages		120,489			42,319			675,572			86,528
Write off of receivables		-			-			1,136,038			-
General and administrative - other		154,817			49,697			489,948			95,469
TOTAL OPERATING EXPENSES		925,103			401,401			4,383,379			1,078,606

LOSS FROM OPERATIONS		(925,103	)		(401,401	)		(4,383,379	)		(1,078,606	)

OTHER INCOME (EXPENSES):
Interest expenses/amortization of discount		23,831			(448,886	)		(180,559	)		(687,613	)
Derivative expense		-			-			(343,399	)		-
Change in fair value of derivative liabilities		3,112,041			-			1,181,796			-
Foreign currency exchange differences		-			-			9,291			9,190
TOTAL OTHER INCOME (EXPENSE)		3,135,872			(448,886	)		667,129			(678,423	)

INCOME (LOSS) BEFORE INCOME TAXES		2,210,769			(850,287	)		(3,716,250	)		(1,757,029	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET INCOME (LOSS)	$	2,210,769		$	(850,287	)	$	(3,716,250	)	$	(1,757,029	)

NET INCOME (LOSS) PER SHARE:
Basic and diluted	$	1.14		$	(0.16	)	$	(1.50	)	$	(0.33	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		1,934,878			5,395,604			2,476,409			5,395,604

COMPREHENSIVE INCOME (LOSS):
Net income loss	$	2,210,769		$	(850,287	)	$	(3,716,250	)	$	(1,757,029	)

Other comprehensive gain (loss):
Unrealized foreign currency translation (loss) gain		1,166			2,746			(78,981	)		(136,448	)
Comprehensive income (loss)	$	2,211,935		$	(847,541	)	$	(3,795,231	)	$	(1,893,477	)

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

For the three and nine months Ended December 31, 2025 and 2024

(unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series C-1 Convertible Preferred Stock				Series D Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
Balances March 31, 2024		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		5,000,000	$	-	$	141	$	16,441		$	(1,805,748	)	$	(1,789,166	)
Foreign currency translation		-		-		-		-		-		-		-		-		-		-		-		-		-		(4,190	)		-			(4,190	)
Forgiveness of related party payables		-		-		-		-		-		-		-		-		-		-		-		-		319,761		-			-			319,761
Cash received for founders’ shares		-		-		-		-		-		-		-		-		-		-		-		-		200		-			-			200
Shares issued in connection with exchange agreement		-		-		17,000		-		-		-		-		-		-		-		800,000		-		44,560		-			-			44,560
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-		-		-		-			(324,355	)		(324,355	)
Balances, June 30, 2024		-	$	-		17,000	$	-		-	$	-		-	$	-		-	$	-		5,800,000	$	-	$	364,662	$	12,251		$	(2,130,103	)	$	(1,753,190	)
Foreign currency translation		-		-		-		-		-		-		-		-		-		-		-		-		-		(135,004	)		-			(135,004	)
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-		-		-		-			(582,387	)		(582,387	)
Balances, September 30, 2024		-	$	-		17,000	$	-		-	$	-		-	$	-		-	$	-		5,800,000	$	-	$	364,662	$	(122,753	)	$	(2,712,490	)	$	(2,470,581	)
Foreign currency translation		-		-		-		-		-		-		-		-		-		-		-		-		-		2,746			-			2,746
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-		-		-		-			(850,287	)		(850,287	)
Balances, December 31, 2024		-	$	-		17,000	$	-		-	$	-		-	$	-		-	$	-		5,800,000	$	-	$	364,662	$	(120,007	)	$	(3,562,777	)	$	(3,318,122	)

SEC Form 10-Q filed by Protagenic Therapeutics Inc.