Amended Annual Report (10-k/a)
April 17 2023 - 2:44PM
Edgar (US Regulatory)
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FY
Amendment No. 1
Protagenic Therapeutics, Inc.new
0001022899
2022-01-01
2022-12-31
0001022899
2022-06-30
0001022899
2023-03-31
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2022
OR
☐ |
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: 000-51353
Protagenic
Therapeutics, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
06-1390025 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
149
Fifth Ave, Suite 500
New
York, New York 10010
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (212) 994-8200
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
of
Securities Registered |
|
Trading
Symbol |
|
Name
of Each Exchange
on
Which Registered |
Common
Stock, par value $0.0001 per share |
|
PTIX |
|
Nasdaq Capital Market |
Common
Stock Purchase Warrant |
|
PTIXW |
|
Nasdaq
Capital Market |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, a smaller reporting
company, or an 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2022, based on
a closing price as reported on the Nasdaq Capital Market of $0.724 was approximately $12,514,529.
As
of March 31, 2023, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 4,321,445.
|
|
|
|
|
Audit
Firm ID |
|
Auditor
Name |
|
Auditor
Location |
PCAOB
ID No. 206 |
|
MaloneBailey,
LLP |
|
Houston,
Texas |
EXPLANATORY
NOTE
Protagenic
Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on
March 31, 2023 (the “Original Filing”) to correct an inadvertent error in the Original
Filing. Exhibit 32.1 (Certification Pursuant
To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002) was inadvertently omitted from the filed version of the Original
Filing. The Company is filing this Amendment solely for the purpose of including Exhibit 32.1.
No
attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the Original Filing. This Amendment
does not reflect events occurring after the Original Filing (i.e., those events occurring after March 31, 2023) or modify or update those
disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC.
Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Item
15. Exhibits, Consolidated Financial Statement Schedules.
(3)
Exhibits
The
following exhibits are filed as part of this Amendment.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Protagenic
Therapeutics, Inc. |
|
|
|
Date:
April 17, 2023 |
By: |
/s/
Garo H. Armen |
|
|
Garo
H. Armen, Ph.D. |
|
|
Executive
Chairman |
|
|
|
Date:
April 17, 2023 |
By: |
/s/
Alexander K. S. Arrow |
|
|
Alexander
Arrow, MD |
|
|
Chief
Financial Officer |
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