Form 424B3 - Prospectus [Rule 424(b)(3)]
October 04 2024 - 3:30PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275229
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 7, 2023)
Portage Biotech Inc.
481,581 Ordinary Shares underlying Warrants
This prospectus supplement is being filed to update and supplement the information
contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on
Form F-1 (Registration No. 333-275229), as amended most recently by the post-effective amendment filed on August 23, 2024, with the information
contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on October 4, 2024 (the “October
4, 2024 Form 6-K”). Accordingly, we have attached the October 4, 2024 Form 6-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the
Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any
amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency
between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”)
under the symbol “PRTG”. On October 3, 2024, the closing sale price of our Ordinary Shares as reported on Nasdaq was $5.85.
___________________________
Investing in the securities offered in the Prospectus involves a high
degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section
entitled “Risk Factors” beginning on page 9 of the Prospectus, and in the other documents that are incorporated by reference
into the Prospectus.
Neither the Securities and Exchange Commission nor any state or non-U.S.
regulatory body has approved or disapproved of the securities offered in the Prospectus or passed upon the accuracy or adequacy of the
Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
___________________________
The date of this prospectus supplement is October 4, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-40086
Portage Biotech Inc.
(Translation of registrant’s name into English)
Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British
Virgin Islands, VG1110
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
INCORPORATION BY REFERENCE
This report on Form 6-K (including
any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statement on Form S-8 (File No. 333-275842)
of Portage Biotech Inc. (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date
on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Management Changes
On September 30, 2024, Allan Shaw, Chief Financial Officer of Portage Biotech Inc. (the “Company”),
and Joseph Ciavarella, accounting consultant to the Company, departed from the Company.
On September 30, 2024, Andrea Park, as Chief Financial Officer, and Adam Melero, as Controller,
joined the Company.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PORTAGE BIOTECH INC.
By: |
/s/ Andrea Park |
|
|
Andrea Park |
|
|
Chief Financial Officer |
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