Form 8-K - Current report

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):

December 13, 2023

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 5.07. Submission of Matters to a Vote of Security Holders.

Protagenic Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on December 13, 2023. Holders of an aggregate of 4,330,959 shares of the Company’s Common Stock at the close of business on October 16, 2023 were entitled to vote at the Annual Meeting, of which 2,336,032shares were present in person or represented by proxy. At the Annual Meeting, the Company’s stockholders voted as follows:

Proposal One: The stockholders elected each of the following individuals as a Class II director to serve their terms until the Company’s 2026 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified;

Name	For	Against	Withheld	Broker Non-Votes
Robert B. Stein, MD, PhD	974,293	-	56,765	1,304,974
Jennifer Buell, PhD	963,089	-	67,969	1,304,974

As a result of the vote, the composition of the Board of Directors is now:

Name	Class of Director	Term Expires
Garo H. Armen, PhD	Class III	2024 Annual Meeting
Robert B. Stein, MD, PhD	Class II	2026 Annual Meeting
Khalil Barrage	Class I	2025 Annual Meeting
Timothy R. Wright	Class I	2025 Annual Meeting
Brian J. Corvese	Class III	2024 Annual Meeting
Jennifer Buell, PhD	Class II	2026 Annual Meeting

Proposal Two: The stockholders ratified the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For		Against		Abstain
2,324,009		9,482		2,451

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: December 15, 2023	By:	/s/ Alexander K. Arrow, MD
	Name:	Alexander K. Arrow, MD
	Title:	Chief Financial Officer

Cover	Dec. 13, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2023
Entity File Number	001-12555
Entity Registrant Name	Protagenic Therapeutics, Inc.new
Entity Central Index Key	0001022899
Entity Tax Identification Number	06-1390025
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	149 Fifth Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	994-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	PTIX
Security Exchange Name	NASDAQ
Common Stock Warrants [Member]
Title of 12(b) Security	Common Stock Warrants
Trading Symbol	PTIXW
Security Exchange Name	NASDAQ