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 25 , 2017                   

 

PROTAGENIC THERAPEUTICS, INC.

(Exact name of Company as specified in its charter)

 

Delaware

 

000-51353

 

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))

 

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 5.0 2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

 

(d) Appointment of Brian Corvese to the Board of Directors

 

On July 25, 2017, the Board of Directors (the “Board”) of Protagenic Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Brian Corvese to the Board, with a term to expire at the Company’s 2018 annual meeting of stockholders. The appointment of Mr.Corvese was made to fill the vacancy on the Board created by the resignation of Gregory K. Ekizian effective as of June 20, 2017. The Board has determined that Mr. Corvese is an “independent director” as defined in the Nasdaq Listing Rules.

 

Mr. Corvese has been appointed to the Company’s Audit Committee, which he will chair, and to the Company’s Compensation Committee. In connection with his appointment to the Audit Committee, the Board found that Mr. Corvese qualifies as an “audit committee financial expert,” as defined in the Nasdaq listing rules.

 

Since 1999, Mr. Corvese has been the President and Founder of Vencor Capital (“Vencor”), a private equity firm with telecommunications and technology investments in the Middle East and Mediterranean regions. Prior to working at Vencor, Mr. Corvese worked on investments in the U.S. and global equity markets as a Managing Director and partner at Soros Fund Management, the largest hedge fund in the world at the time. From 1988 to 1996, Mr. Corvese was a partner at Chancellor Capital Management (“Chancellor”), a $25 billion money management firm. While at Chancellor, Mr. Corvese was a Portfolio Manager with responsibility for investments made in basic industries, restructurings, and special situations, corporate governance investments, as well as founded and managed his own hedge fund. From 1981 to 1988, Mr. Corvese was with Drexel Burnham Lambert (“Drexel”) as an equity analyst following the chemical and specialty chemical industries and participated in a significant number of merger and acquisition activities. While at Drexel, Mr. Corvese was a member of the top chemical and specialty chemical research team, as ranked by Institutional Investor. Mr. Corvese currently serves on the Board of Directors of the National Telecommunications Corporation, based in Cairo, Egypt. Mr. Corvese earned degrees in finance and political science from The University of Rhode Island and attended New York University Graduate School. With over 30 years of experience in the financial industry, Mr. Corvese brings substantial financial expertise to our Board.

 

For his services as a director, Mr. Corvese 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 May 26, 2017. In addition, the Company expects to enter into an indemnification agreement with Mr. Corvese in the form previously filed as an exhibit to the Company’s Registration Statement on Form 10 on Form 8-K filed with the SEC on July 2, 2014.

 

There are no arrangements or understandings between Mr. Corvese and any other person pursuant to which Mr. Corvese was selected as a director of the Company. Mr. Corvese 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 27, 2017

By:

/s/  Alexander K. Arrow

 

 

Name:

Alexander K. Arrow

 

 

Title: 

Chief Financial Officer

 

 

 

 

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