M&A - Protagenic Therapeutics, Inc.\new

Form Type: 8-K

Filing Date: 2025-06-27

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016979

Filing Summary: On June 24, 2025, Protagenic Therapeutics, Inc.'s Board of Directors authorized a distribution of rights to purchase shares of the Company’s common stock. This distribution is conditioned on stockholder approval and aims to maintain the ownership structure post-acquisition of Phytanix Bio. Stockholders of record as of July 7, 2025, will receive one Right for each share held. Each Right allows the holder to purchase 4.57 shares of Common Stock at $0.01 each. The Rights will initially trade with the Common Stock and require stockholder approval at a forthcoming meeting to become exercisable. Amendments to the Rights Agreement can occur prior to stockholder approval.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225011387

Filing Summary: On May 15, 2025, Protagenic Therapeutics, Inc. entered into a Share Exchange Agreement to acquire 100% of Phytanix Bio, a Nevada corporation. The transaction involves issuing a combination of common stock and convertible preferred stock to the shareholders of Phytanix, including 117,690 shares of common stock, 5,705 shares of Series C convertible preferred stock, and warrants for up to 715,493 shares of common stock. The deal was completed on May 16, 2025, and is structured as a taxable exchange for U.S. federal income tax purposes. Following the acquisition, the company plans to hold a meeting for stockholder approvals of related proposals and filed various agreements to support this transaction, including registration rights and lock-up agreements for existing shareholders.

Form Type: DEFA14A

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225011502

Filing Summary: On May 15, 2025, Protagenic Therapeutics, Inc. entered into a Share Exchange Agreement to acquire 100% of Phytanix Bio through a combination with Alterola Biotech Inc. and EMC2 Capital LLC. The company issued shares as part of the transaction, including 117,690 shares of common stock and 5,705 shares of Series C Convertible Preferred Stock. In addition, 20,000 shares of Series D Preferred Stock were issued, along with warrants to purchase up to 715,493 shares of common stock. The Company plans to hold a stockholders’ meeting for approval of certain proposals related to the conversion of preferred stocks. The Exchange Agreement aims to be a taxable exchange under U.S. federal income tax laws. Following this acquisition, Protagenic's total common stock outstanding will rise to 868,414 shares. The agreement was not subject to stockholder approval, but the company will allow stockholders to vote on future proposals regarding preferred stock conversions and a change of control under Nasdaq rules. Certain stockholder support agreements and lock-up agreements were also established as part of the transaction.