UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QT

(Mark One)

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

For the quarterly period ended

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

For the transition period from April 1, 2025 to June 30, 2025

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 September 10, 2025 there were 1,914,937 shares of common stock, $0.0001 par value per share, outstanding.

PROTAGENIC THERAPEUTICS, INC.

Form 10-QT Report

For the Fiscal Quarter Ended June 30, 2025

TABLE OF CONTENTS

		Page
Part I.	Financial Information

Item 1	Financial Statements:

	Consolidated Balance Sheets at June 30, 2025 and March 31, 2025 (unaudited)	3

	Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2025 and 2024 (unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended June 30, 2025 and 2024 (unaudited)	5

	Consolidated Statements of Cash Flows for the three months ended June 30, 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	32

Item 4	Controls and Procedures	33

Part II.	Other Information

Item 1	Legal Proceedings	34

Item 1A	Risk Factors	34

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3	Defaults upon Senior Securities	34

Item 4	Mine Safety Disclosures	34

Item 5	Other Information	34

Item 6	Exhibits	34

Signatures		35

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30, 2025			March 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash in bank	$	4,096,189		$	14,531
Prepaid expenses		135,077			-
VAT receivable		98,632			73,524
Inventories		1,095			1,038

Total current assets		4,330,993			89,093

Long-term assets:
Fixed assets, net		63,979			-
Intangible assets, net		2,093,228			-

Total long-term assets		2,157,207			-

Total Assets	$	6,488,200		$	89,093

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES:
Current liabilities:
Notes payable, net	$	3,156,052		$	1,669,921
Accounts payable		2,083,633			961,117
Accrued liabilities		505,821			249,063
Derivative liabilities		3,859,748			1,382,750
Loans payable, related parties		856,957			779,201

Total current liabilities		10,462,211			5,042,052

Total liabilities		10,462,211			5,042,052

Commitments and Contingencies		-			-

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.000001 par value. 20,000,000 shares authorized none issued and outstanding		-			-
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; 1,848,450 and 5,800,000 shares issued outstanding		186			-
Additional paid in capital		6,739,175			455,657
Accumulated deficit		(10,455,129	)		(5,397,606	)
Foreign currency translation adjustment		(258,244	)		(11,010	)
Total stockholders’ deficit		(3,974,011	)		(4,952,959	)

Total liabilities and stockholders’ deficit	$	6,488,200		$	89,093

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

	Three Months Ended			Three Months Ended
	June 30, 2025			June 30, 2024

REVENUES	$	-		$	-

OPERATING EXPENSES:
Accounting and audit fees		62,500			61,430
Research and Development		394,112			19,135
Legal Fees		204,733			72,500
Consulting Fees		156,760			101,358
Salaries and wages		215,053			43,663
Write off of receivables		1,136,038			-
General and administrative - other		175,216			23,745
TOTAL OPERATING EXPENSES		2,344,412			321,831

LOSS FROM OPERATIONS		(2,344,412	)		(321,831	)

OTHER INCOME (EXPENSES):
Interest expenses/amortization of discount		(238,727	)		-
Derivative expense		(343,399	)		-
Change in fair value of derivative liabilities		(2,133,599	)		-
Foreign currency exchange differences		2,614			-
TOTAL OTHER INCOME (EXPENSE)		(2,713,111	)		-

LOSS BEFORE INCOME TAXES		(5,057,523	)		(321,831	)

PROVISION FOR INCOME TAXES		-			2,524

NET LOSS	$	(5,057,523	)	$	(324,355	)

NET LOSS PER SHARE:
Basic and diluted	$	(1.37	)	$	(0.06	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		3,701,226			5,395,604

COMPREHENSIVE LOSS:
Net loss	$	(5,057,523	)	$	(324,355	)

Other comprehensive loss:
Unrealized foreign currency translation (loss) gain		(1,714	)		-
Comprehensive loss	$	(5,059,237	)	$	(324,355	)

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

For the three months Ended June 30, 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	)

	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, 2025		-		$	-		17,000		$	-		-	$	-		-	$	-		-	$	-		5,800,000		$	-	$	455,657		$	(11,010	)	$	(5,397,606	)	$	(4,952,959	)
Balances		-		$	-		17,000		$	-		-	$	-		-	$	-		-	$	-		5,800,000		$	-	$	455,657		$	(11,010	)	$	(5,397,606	)	$	(4,952,959	)
Change in foreign currency		-			-		-			-		-		-		-		-		-		-		-			-		-			(117,219	)		-			(117,219	)
Issuance of Series A Convertible Preferred Stock to officers		2,000			-		-			-		-		-		-		-		-		-		-			-		-			-			-			-
Adjustment of shares in reverse merger		(2,000	)		-		(17,000	)		-		-		-		-		-		-		-		(5,262,451	)		54		(54	)		-			-			-
Shares issued in connection with Phytanix Bio purchase		-			-		-			-		5,705		-		950,000		1		20,000		-		117,690			12		1,813,361			(130,015	)		-			1,683,359
Shares issued for cash		-			-		-			-		-		-		-		-		-		-		51,203			5		395,469			-			-			395,474
Shares issued for warrant exercises		-			-		-			-		-		-		-		-		-		-		1,145,928			115		3,949,615			-			-			3,949,730
Stock-based compensation		-			-		-			-		-		-		-		-		-		-		-			-		125,127			-			-			125,127
Rounding from reverse split		-			-		-			-		-		-		-		-		-		-		(3,920	)		-		-			-			-			-
Net loss for the period		-			-		-			-		-		-		-		-		-		-		-			-		-			-			(5,057,523	)		(5,057,523	)
Balances, June 30, 2025		-		$	-		-		$	-		5,705	$	-		950,000	$	1		20,000	$	-		1,848,450		$	186	$	6,739,175		$	(258,244	)	$	(10,455,129	)	$	(3,974,011	)
Balance		-		$	-		-		$	-		5,705	$	-		950,000	$	1		20,000	$	-		1,848,450		$	186	$	6,739,175		$	(258,244	)	$	(10,455,129	)	$	(3,974,011	)

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended			Three Months Ended
	June 30, 2025			June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,057,523	)	$	(324,355	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization of debt discount to interest expense		243,353			-
Stock based compensation		125,127			-
Derivative expense		343,399			-
Change in fair value of derivative liabilities		2,133,599			-
Depreciation expense		12,571			-
Increase in note payable for acquisition of Phytanix Bio		583,878			-
Changes in: operating assets and liabilities:
Inventories		(57	)		(2	)
Prepaid expenses		(48,272	)		-
VAT receivable		(25,108	)		-
Accounts payable		265,012			16,892
Accrued liabilities		256,758			61,032

Net cash used in operating activities		(1,167,263	)		(246,433	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition of Phytanix Bio		943,180			-
Net cash provided by investing activities		943,180			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable		-			1,176,606
Deferred offering costs		-			(259,950	)
Proceeds from sale of common stock		395,474			200
Proceeds from exercise of warrants		3,949,730			-
Proceeds from related party loans		77,756			45,769
Net cash provided by financing activities		4,422,960			962,625

NET INCREASE IN CASH		4,198,877			716,192

Effect of exchange rate adjustments on cash		(117,219	)		(4,190	)

CASH, beginning of period		14,531			1,625

CASH, end of period	$	4,096,189		$	713,627

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING INFORMATION:
Net assets acquired of Phytanix Bio, net of cash received	$	1,399,079		$	-

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN US$)

June 30, 2025

(unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), formerly known as Atrinsic, Inc., is a Delaware corporation and prior to May 15, 2025 has a wholly-owned subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”), a corporation formed in 2006 under the laws of the Province of Ontario, Canada.

We are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-related neuropsychiatric and mood disorders.

On May 15, 2025, the Company, entered into the Share Exchange Agreement (the “Exchange Agreement”) with Alterola Biotech, Inc. a Nevada corporation (“Alterola”) whereby Alterola owns Phytanix Bio, Inc. (“Phytanix Bio”) that was formed on April 16, 2024 as a holding company which owns ABTI Pharma Limited (“ABTI Pharma”) and its wholly-owned subsidiaries, which existed prior to the formation of Phytanix Bio.

ABTI Pharma was formed as a UK company, registered in England and Wales, on January 7, 2021. On January 19, 2021, ABTI Pharma entered into a Stock Purchase Agreement (the “Agreement”) with Alterola pursuant to which Alterola agreed to acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of Alterola pro rata to the ABTI Pharma shareholders. The shares were issued on January 29, 2021 in anticipation of the closing and the parties to the transaction agreed in a May 24, 2021 amendment to close upon the ABTI Pharma Limited Shares being transferred to Alterola which was to occur on May 28, 2021. This transaction was accounted for as a reverse acquisition and recapitalization. ABTI Pharma was the acquirer for accounting purposes and Alterola was the issuer, and Phytanix Bio became a wholly-owned subsidiary of Alterola.

ABTI Pharma is focused on the development of cannabinoid, cannabinoid-like, and non-cannabinoid pharmaceutical active pharmaceutical ingredients (APIs), pharmaceutical medicines made from cannabinoid, cannabinoid-like, and non-cannabinoid APIs and European novel food approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients and products.

Pursuant to the Exchange Agreement, the Company became the owner of ABTI Pharma (i.e. ABTI Pharma and its wholly-owned subsidiaries, Ferven Limited (“Ferven”) and Phytotherapeutix Ltd (“Phyto”)), EMC2 Capital LLC, a Wyoming limited liability corporation (“EMC2”), the preferred stockholders of Phytanix Bio (the “Preferred Stockholders”) and Colin Stott, as the Seller’s Representative, pursuant to which the Company acquired 100% of the issued and outstanding common shares of Phytanix Bio. Prior to the Combination, Alterola and EMC2 collectively owned 100% of the issued and outstanding shares of the common shares of Phytanix Bio (the “Shares”), and the Preferred Stockholders collectively owned 100% of the issued and outstanding shares of Series A convertible preferred shares of Phytanix Bio (the “Preferred Shares”).

Under the terms of the Exchange Agreement, in exchange for all of the outstanding Shares of Phytanix Bio at the Effective Time, the Company issued to Alterola and EMC2, as shareholders of Phytanix Bio, in each case in accordance with their Pro Rata Portion (as defined in the Exchange Agreement), an aggregate of (A) 117,690 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which shares shall represent a number of shares equal to no more than 19.99% of the outstanding shares of Common Stock as of immediately before the Effective Time, (B) 5,705 shares of the Company’s Series C Convertible Preferred Stock, par value $0.000001 per share (the “Series C Preferred Stock”), and (C) 950,000 shares of the Company’s Series C-1 Convertible Preferred Stock, par value $0.000001 per share (the “Series C-1 Preferred Stock”, and together with the Series C Preferred Stock, the “Preferred Stock Payment Shares”) (as described below). In addition, in exchange for all of the outstanding Preferred Shares of Phytanix Bio at the Effective Time, the Company issued to the Preferred Stockholders, in accordance with their Preferred Pro Rata Portion (as defined in the Exchange Agreement), (A) an aggregate of 20,000 shares (the “Series D Payment Shares” of Series D Preferred Stock, par value $0.000001 per share of the Company (the “Series D Preferred Stock”), and (b) common stock purchase warrants to purchase up to 715,493 shares of common stock. The issuance of the shares of Common Stock, Preferred Stock Payment Shares and Series D Payment Shares occurred on May 16, 2025. Each share of Preferred Stock Payment Shares is convertible into one of Common Stock, subject to certain conditions described in the Exchange Agreement. Each share of Series D Payment Shares is convertible into one of Common Stock, subject to certain conditions described in the Exchange Agreement. The Combination is intended to be treated as a taxable exchange for U.S. federal income tax purposes.

Reverse Stock Split

On May 5, 2025, the Company effectuated a 1 for 14 reverse stock split (the “Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 5, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share and per share information in these financial statements are adjusted to reflect the Reverse Split.

Change in Fiscal Year End

As a result of the merger with Phytanix Bio, the Company changed its fiscal year end to March 31, to align with Phytanix Bio who is considered the accounting acquirer.

NOTE 2 – LIQUIDITY AND GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses resulting in an accumulated deficit. The Company anticipates further losses in the development of its business. The Company also had negative cash flows used in operations. As of June 30, 2025 and March 31, 2025, the Company had a working capital deficit of $6,131,218 and $4,952,959, respectively. As of June 30, 2025 the Company had an accumulated deficit of $10,455,129.

During the three months ended June 30, 2025, the Company raised approximately $4.3 million from the exercise of warrants and a capital raise (ATM). Even though as of June 30, 2025 there is adequate cash, the Company has a significant working capital deficit and a large accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Absent generation of sufficient revenue from the execution of the Company’s business plan, the Company will need to obtain debt or equity financing by the end of fiscal year end March 31, 2026.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2025 and 2024. Although management believes that the disclosures in these unaudited consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

As the acquisition of Phytanix Bio resulted in the owners of Phytanix Bio gaining control over the combined entity after the transaction, and the stockholders of Protagenic Therapeutics, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (Phytanix Bio) and was equivalent to the issuance of shares by Phytanix Bio for the net monetary assets of Protagenic Therapeutics, Inc. accompanied by a recapitalization. As a result, the historical balances represent Phytanix Bio. See Note 4, “Reverse Merger”.

The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2024, which contain the audited financial statements and notes thereto, for the years ended December 31, 2024 and 2023 included within the Company’s Form 10-K filed with the SEC on March 31, 2025 for Protagenic Therapeutics, Inc. as well as the audited consolidated financial statements for Phytanix Bio that are reflected in the Form 8-K/A dated August 27, 2025. The interim results for the period ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending March 31, 2026 or for any future interim periods.

Principles of consolidation

The consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned US, Canadian and UK subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the consolidated financial statements include valuation of stock options and warrants, derivative liabilities, assessment of deferred tax asset valuation allowance. Foreign currency exchange rates, fair value of the valuation of Protagenic Therapeutics, Inc. and the purchase price allocation.

Concentrations of Credit Risk

The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. As of June 30, 2025, the Company has bank balances that exceed the federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2025 and March 31, 2025 the Company did not have any cash equivalents. As of June 30, 2025 and March 31, 2025, the Company had cash of $4,096,189 and $14,531, respectively.

Fixed Assets and Long-Lived Assets

ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.

The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as in process research and development are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances.

The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1. Significant underperformance relative to expected historical or projected future operating results;

2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

The annual impairment test is performed during March of each fiscal year, or more frequently if there are indicators of potential impairment. The impairment review is conducted at the level of the reporting unit or cash-generating unit (CGU), which represents the lowest level at which goodwill is monitored for internal management purposes and is not larger than an operating segment.

In assessing whether intangible assets are impaired, the Company first evaluates qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or CGU is less than its carrying amount. These qualitative factors include, but are not limited to:

	●	Macroeconomic conditions (e.g., a significant adverse change in general economic conditions)
	●	Industry and market considerations (e.g., declines in market capitalization or increased competition)
	●	Cost factors (e.g., increases in raw material, labor, or other costs that could negatively impact earnings)
	●	Overall financial performance (e.g., negative or declining cash flows, reductions in revenue growth)
	●	Other relevant entity-specific events (e.g., changes in management, strategy, or key personnel)

If the qualitative assessment indicates potential impairment, the Company proceeds with a quantitative analysis to determine the fair value of the reporting unit or CGU. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in the amount by which the carrying amount of goodwill exceeds its recoverable amount or fair value.

For the period ended June 30, 2025, the Company did not recognize any impairment losses.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels are described below:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;

Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued liabilities, and notes payable approximate their fair value because of the short-term maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

The Company used a Black-Scholes model for the warrants, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.

In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Research and development

We engage in a variety of research and development activities to develop our technologies and work toward the development of a saleable product. When it is determined that the research and development products we are creating have reached a point where saleable products are possible, these amounts are capitalized. As of June 30, 2025 and 2024, the research and development costs incurred by the company relate to the following:

●

Licenses for patent and know-how (Nano 4 M) - this relates to the company’s formulation of Active Pharmaceutical Ingredients (“API”) for its lead pharmaceutical programs.

	●	Protein Technologies Ltd – this relates to the company’s research into production of cannabinoids by biosynthesis (as opposed to botanical production by growing plants). The company has genetically modified an organism to produce cannabinoids by fermentation (similar to methodology used for the production of antibiotics).
	●	Apex Molecular Ltd.- the Company has a number of pharmaceutical development programs using both novel and natural molecules. The Company employs third party chemistry / contract, manufacturing companies such as Apex Molecular Ltd. to synthesize and purify these compounds for their pharmaceutical development programs.
	●	Acquisition of intellectual property from Alinova Biosciences Ltd.
	●	Continued patent prosecution and internationalization of company intellectual property.
	●	Staff costs and consultancy costs relating to research and development.

Segment Reporting

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“ASU 2023-07”). ASU 2023-07 was effective for public companies in fiscal years beginning after December 15, 2023. The Company adopted Financial Accounting Standards Board issued Accounting Standards Update 2023-07. ASU 2023-07 improves segment reporting disclosures for public companies. ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense categories, The Company has not yet begun generating revenue from its planned principal operations and operates as a single reportable segment. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. The Company analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements and footnote disclosures herein.

Stock-Based Compensation

The Company accounts for stock-based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.

If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur.

Basic and Diluted Net (Loss) per Common Share

Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the consolidated statements of operations and comprehensive loss.

	For the Three Months Ended June 30, 2025		For the Three Months Ended June 30, 2024
	Potentially Outstanding Dilutive Common Shares
	For the Three Months Ended June 30, 2025		For the Three Months Ended June 30, 2024

Conversion Feature Shares

Preferred Stock		5,454,191		-

Convertible notes (into preferred stock, then to common stock)		795,466		-

Stock Options		136,183		139,577

Warrants		3,978,000		67,330

Total potentially outstanding dilutive common shares		10,363,840		206,907

Research and Development

Research and development expenses are charged to operations as incurred.

Foreign Currency Translation

The Company follows ASC 830, Foreign Currency Matters (“ASC 830”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. ASC 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to ASC 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency as is the case with Canada and the UK, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the consolidated statements of operations and comprehensive loss.

Based on an assessment of the factors discussed above, the management of the Company determined its subsidiaries’ local currency (i.e. the Canadian dollar, British Pound) to be the functional currency for its foreign subsidiaries.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures about the nature of expenses in commonly presented financial statement captions. ASU 2024-03 is effective for all public business entities for annual reporting periods beginning after December 15, 2026, on either a prospective or retrospective basis. Early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

NOTE 4 - REVERSE MERGER

The acquisition of Phytanix Bio was considered a reverse merger. In accordance with ASC 805-40-45-1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (Protagenic Therapeutics, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (Phytanix Bio), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree (Protagenic Therapeutics, Inc.). That adjustment is required to reflect the capital of the legal parent. Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent.

Under ASC 805-40-45-2, the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows:

	(a)	The assets and liabilities of the legal subsidiary recognized and measured at their precombination carrying amounts;
	(b)	The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805);
	(c)	The retained earnings and other equity balances of the legal subsidiary before the business combination;
	(d)	The amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition.

The Company acquired Phytanix Bio for an aggregate of (A) 117,690 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which shares shall represent a number of shares equal to no more than 19.99% of the outstanding shares of Common Stock as of immediately before the Effective Time, (B) 5,705 shares of the Company’s Series C Convertible Preferred Stock, par value $0.000001 per share (the “Series C Preferred Stock”), and (C) 950,000 shares of the Company’s Series C-1 Convertible Preferred Stock, par value $0.000001 per share (the “Series C-1 Preferred Stock”, and together with the Series C Preferred Stock, the “Preferred Stock Payment Shares”). In addition, in exchange for all of the outstanding Preferred Shares of Phytanix Bio at the Effective Time, Protagenic Therapeutics, Inc. issued to the Preferred Stockholders, in accordance with their Preferred Pro Rata Portion, (A) an aggregate of 20,000 shares (the “Series D Payment Shares” of Series D Preferred Stock, par value $0.000001 per share of Protagenic Therapeutics, Inc. (the “Series D Preferred Stock”), and (b) common stock purchase warrants to purchase up to 715,493 shares of common stock. The issuance of the shares of Common Stock, Preferred Stock Payment Shares and Series D Payment Shares occurred on May 16, 2025. Each share of Preferred Stock Payment Shares is convertible into one of Common Stock, subject to certain conditions described in the Exchange Agreement. Each share of Series D Payment Shares is convertible into one of Common Stock, subject to certain conditions described in the Exchange Agreement. The combination is treated as a taxable exchange for U.S. federal income tax purposes.

On May 15, 2025, the Company completed its acquisition of Phytanix Bio. As a result of this transaction, which is accounted for as a reverse merger, Phytanix Bio is a wholly owned subsidiary of the Company (the “Merger”). This exchange of shares and the resulting controlling ownership of Phytanix Bio constitutes a reverse acquisition resulting in a recapitalization of Phytanix Bio and purchase accounting being applied to Protagenic Therapeutics, Inc. under ASC 805 due to Phytanix Bio being the accounting acquirer and Protagenic Therapeutics, Inc., being deemed an acquired business. This requires financial reporting from the Merger close date forward to reflect only the historic consolidated results of Phytanix Bio and to include the consolidated results for Protagenic Therapeutics, Inc. and subsidiaries from May 15, 2025 forward.

The primary reasons Phytanix Bio consummated the merger with Protagenic Therapeutics, Inc. were the opportunity to immediately become a public company without the process of doing its own initial public offering, thereby affording it the opportunity to more quickly raise capital and provide liquidity options to its stockholders, and at the same time acquiring the infrastructure required of a public company run by people experienced in investor relations and the public company regulatory compliance.

The estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition by Phytanix Bio of Protagenic Therapeutics, Inc. via the reverse acquisition are set forth below:

Purchase Price Allocation of Protagenic Therapeutics, Inc.

SCHEDULE OF PURCHASE PRICE ALLOCATION


Current assets – cash and prepaid	$	1,029,985
Intangible assets – in process research and development and assembled workforce		2,093,228
Fixed assets		76,550
Accounts payable and accrued expenses		(857,504	)
Purchase price	$	2,342,259

This allocation is based on an independent valuation received by the Company. The value was derived based off of the share price of Protagenic Therapeutics, Inc. at the time of the merger. The Company accounted for this transaction as an asset acquisition. From May 15, 2025 through June 30, 2025, there are no indications of impairment of the long-lived assets.

NOTE 5 – FIXED ASSETS

The Company acquired equipment in connection with the Merger of Phytanix Bio.

As of June 30, 2025 and March 31, 2025, the Company has the following fixed assets:

SCHEDULE OF FIXED ASSETS

	June 30, 2025			March 31, 2025
Equipment	$	76,550		$	-
Accumulated depreciation		(12,571	)		-
Fixed assets, net	$	63,979		$	-

The Company recorded $12,571 and $0 in depreciation expense for the three months ended June 30, 2025 and 2024, respectively.

NOTE 6 - INTANGIBLE ASSETS

The Company acquired in process research and development costs and assembled workforce costs in connection with the Merger of Phytanix Bio.

As of June 30, 2025 and March 31, 2025, the Company has the following intangible assets:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2025		March 31, 2025
In process research and development	$	2,054,960	$	-
Assembled workforce		38,268		-
Accumulated amortization		-		-
Intangible assets, net	$	2,093,228	$	-

The intangible assets identified will commence amortization upon a Phase 3 clinical trial for the drugs acquired. As of June 30, 2025, none of the trials have entered Phase 3. The Company will include these assets in their annual impairment test.

NOTE 7 – ACCOUNTS PAYABLE

Accounts payable consisted of the following on June 30, 2025 and March 31, 2025:

SCHEDULE OF ACCOUNTS PAYABLE

	June 30, 2025		March 31, 2025
Accounting and audit fees	$	103,700	$	95,750
Research and development		1,383,038		865,367
Legal		190,898		-
Compensation		159,800		-
General and administrative		246,197		-
Total Accounts payable	$	2,083,633	$	961,117

NOTE 8 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following on June 30, 2025 and March 31, 2025:

SCHEDULE OF ACCRUED LIABILITIES

	June 30, 2025		March 31, 2025
Research and development	$	143,812	$	-
General and administrative		362,009		249,063
Total Accrued expenses	$	505,821	$	249,063

NOTE 9 – NOTES PAYABLE AND DERIVATIVE LIABILITIES

On June 26, 2024, certain investors (the “Financing Investors”) and Phytanix Bio entered into certain Securities Purchase Agreements pursuant to which, among other things, the Financing Investors agreed to purchase (i) certain promissory notes of the Company in the original principal amount of $4,413,650, which only $3,193,650 was raised, (ii) certain warrants to acquire the Company’s common shares (Common Warrants”), and (iii) warrants to acquire the Company’s Series A and B Preferred Shares.

In 2024, the Company closed the Securities Purchase Agreements, pursuant to which the Company issued and sold to the Financing Investors (i) promissory notes in the principal amount of $3,193,650, (ii) three-year warrants to purchase up to 675,613 shares of the Company’s common stock at an initial exercise price of $11.00 per share, subject to adjustment; (iii) 1,127 Series A Preferred Warrants; and (iv) 2,436 Series B Preferred Warrants. The notes are non-interest bearing and have a maturity date of June 29, 2025. The Common and Preferred Series A and B Warrants were valued at $993,151, or $1.47 per common warrant, and $159.86 for the Series A preferred warrants and $61.91 for the Series B preferred warrants. As a result of this transaction, the Company recognized $798,412 in original issue discounts that are being amortized over the one-year life of the notes. As of June 30, 2025, all of the original issue discount has been amortized including $199,603. All notes payable are reflected in current liabilities.

The convertible notes payable include variable conversion prices. The Company evaluated these terms and determined that the warrants issued with the notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated based on an independent valuation received that valued these warrants.

Upon completion of the Merger with Protagenic Therapeutics, Inc. Phytanix Bio recognized additional debt in the amount of $1,117,778 which was part of the note payable agreements regarding the Company being a public company. This amount is reflected this amount in transaction costs in the consolidated statement of operations for the three months ended June 30, 2025. There was also $18,260 in transaction costs recognized by Protagenic during this period.

Phytanix Bio recognized a derivative liability of $1,324,126 in the year ended March 31, 2025 related to the value of the warrants which have been bifurcated from the notes. Upon the completion of the Merger, and additional derivative liability of $343,399 was recorded to account for the valuation of the conversion option on the notes, which is recognized as derivative expense in the Consolidated Statement of Operations and Comprehensive Loss for the three months ended June 30, 2025.

Phytanix Bio recognized a change in the fair value of the derivative liabilities related to the conversion option and warrants of $2,133,599 for the three months ended June 30, 2025.

Phytanix Bio also in June 2024 issued 39,880 Common Stock Warrants as commissions valued at $58,624 which are also considered derivative liabilities.

The fair value of the warrants were based on an independent valuation of the warrants on the measurement date.

On April 17, 2025, the Company entered into a note with an individual for $168,750, which included a one-time original issue discount of $43,750 with cash proceeds to the Company of $125,000, due upon the consummation of financing that Phytanix Bio is conducting in accordance with the merger with Protagenic.

The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.

The Company determined the derivative liabilities to be a Level 3 fair value measurement.

Activity related to the derivative liabilities for the period ended June 30, 2025 is as follows:

SCHEDULE OF DERIVATIVE LIABILITIES


Beginning balance as of March 31, 2025	$	1,382,750
Recognition of conversion option on the notes payable		343,399
Change in fair value of derivative liabilities		2,133,599
Ending balance as of June 30, 2025	$	3,859,748

NOTE 10 – RELATED PARTY TRANSACTIONS

Loans Payable – Related Parties

The Company leases office space from a company that an officer has an interest. The lease is believed to be at or below market rate and is on a month to month basis. The rent is $2,500 per month. An officer has provided office space as an arm’s length transaction with rental at commercial rates. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

During the three months ended June 30, 2025 and 2024, several related parties made advances to the Company to fund operating expenses in the amount of $77,756 and $45,769, respectively. These advances are non – interest bearing and have no specified terms of repayment. The Company has outstanding loans to several related parties throughout the year. As of June 30, 2025 and March 31, 2025, the Company owed related parties $856,957 and $779,201, respectively.

Office Space

The Company is provided free office space consisting of a conference room by the Company Executive Chairman, Dr. Armen. The Company does not pay any rent for the use of this space. This space is used for quarterly board meetings and our annual shareholder meeting.

Agenus

During the year ended December 31, 2021, the Company engaged Agenus Inc., a related party, to perform research and development services. Agenus Inc. is a related party due to the Company’s Director and Chairman of the Board being the CEO and Chairman of the Board for Agenus Inc. The Company has not incurred any expenses nor has any amounts outstanding for the three months ended June 30, 2025 or as of June 30, 2025.

NOTE 11 - STOCKHOLDERS’ DEFICIT

Common Stock

During the three months ended June 30, 2025, the Company issued 117,690 common shares, 5,705 Series C Preferred shares, 950,000 Series C-1 Preferred shares and 20,000 Series D preferred shares in the merger with Phytanix Bio as discussed in Note 1. In addition, the Company issued 51,203 shares of common stock for cash in the amount of $395,474 and 1,145,928 shares of common stock in the exercise of warrants totalling $3,949,730. The Company also incurred an adjustment of 3,920 shares of common stock due to the reverse split on May 5, 2025.

During the three months ended June 30, 2024, Protagenic’s issued no shares of common stock or preferred stock. Phytanix Bio did issue 800,000 common shares and 17,000 preferred shares pursuant to an exchange agreement with Alterola valued at $44,560; received $200 in issuance of founders shares of ABTI Pharma; and had forgiveness of related party dent in the amount of $319,761. In addition, there was $10 in stock-based compensation in Phytanix Bio prior to the merger on May 15, 2025.

Series C Non-Voting Certificate of Designation

On May 15, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series C Certificate of Designation provides for the designation of shares of the Series C Stock.

Holders of Series C Stock are entitled to receive dividends on shares of Series C Stock (on an as-if-converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation (as defined in the Series C Certificate of Designation), equal to and in the same form, and in th

SEC Form 10-QT filed by Protagenic Therapeutics Inc.