false 0001022899 Protagenic Therapeutics, Inc.new 0001022899 2023-12-13 2023-12-13 0001022899 us-gaap:CommonStockMember 2023-12-13 2023-12-13 0001022899 PTIX:CommonStockWarrantsMember 2023-12-13 2023-12-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

2

 

 

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

 

3

 

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Dec. 13, 2023
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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
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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

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