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): November 23, 2022
| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on November 23, 2022. Holders of an aggregate of 17,209,612 shares of the Company’s Common Stock at the close of business on September 26, 2022 were entitled to vote at the Annual Meeting, of which 10,234,449 shares 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 I director to serve their terms until the Company’s 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified.
| Name | | For | | | Against | | | Withheld | | | Broker Non-Votes | |
| Khalil Barrage | | | 5,949,384 | | | | - | | | | 469,906 | | | | 3,815,159 | |
| Timothy R. Wright | | | 6,372,127 | | | | - | | | | 47,163 | | | | 3,815,159 | |
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 | | 2023 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 | | 2023 Annual Meeting |
Proposal Two: The stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split in the range of 1-for-2 to 1-for-4, with the exact ratio to be set within that range at the discretion of our board of directors without further approval or authorization of our stockholders and with our board of directors able to elect to abandon such proposed amendment and not effect the reverse split authorized by stockholders, in its sole discretion (the “reverse split amendment”). The Board only intends to implement the Reverse Stock Split to the extent it believes necessary to maintain our listing on NASDAQ for the future.
| For | | | Against | | | Abstain | |
| | 9,224,529 | | | | 978,121 | | | | 31,799 | |
Proposal Three: The stockholders ratified the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| For | | | Against | | | Abstain | |
| | 9,963,481 | | | | 260,269 | | | | 10,699 | |
Proposal Four: The stockholders approved an advisory vote to approve named executive officer compensation. As required by Section 14A of the Securities Exchange Act of 1934, we provided our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion beginning on page 11 of the proxy statement. The stockholders approved this proposal.
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 5,911,600 | | | | 228,647 | | | | 279,043 | | | | 3,815,159 | |
Item 8.01 Other Events.
On Wednesday, November 23, 2022, in the Business Update commentary immediately following the business section of the Company’s annual shareholder meeting, the Company provided updated guidance concerning its top priority — satisfying regulatory requirements to begin Phase I of its planned Phase I/IIa clinical trial for PT00114. This guidance consisted of:
Seeking the most expedient way to begin this trial, the Company has pursued a two-prong regulatory approach:
| 1. | For the U.S. FDA, the Company has completed its pre-IND submission with the revisions that were mandated by the agency. The Company currently expects to submit the revised IND before the end of the year. |
| 2. | In Europe, the Company has sought and obtained German Ethics Committee approval to begin the trial in June 2022. The remaining step required to allow Phase I to begin in Germany is approval by the Federal Institute for Drugs and Medical Devices — the medical regulatory body in Germany, which operates under the Federal Ministry of Health and also known as BfArM. This would allow the Phase I portion of the study to begin at a top-tier clinical research organization in Hamburg. |
The Company continues to anticipate that Dr. Maurizio Fava, Chief of Psychiatry of Massachusetts General Hospital will be the principal investigator principal investigator of the PT00114 trial.
The Company anticipates obtaining regulatory clearance to begint he Phase I portion of the trial during the first quarter of 2023.
The Company anticipates that over the next 12 months we plan to achieve other important milestones including the first human safety readouts for our lead drug candidate PT00114.
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: November 28, 2022 | By: | /s/ Alexander K. Arrow |
| | Name: | Alexander K. Arrow |
| | Title: | Chief Financial Officer |
