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 19, 2024
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) |
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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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Protagenic Therapeutics, Inc. Common Stock | | PTIX | | Nasdaq |
| Protagenic Therapeutics, Inc. Common Stock Warrants | | PTIXW | | Nasdaq |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on May 22, 2024, the Nasdaq Listing Qualifications department (“Nasdaq”) notified Protagenic Therapeutics, Inc. (the “Company”, “we” and “us”) that we did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
Nasdaq provided the Company until July 8, 2024 to submit to Nasdaq a plan to regain compliance. We submitted the plan to regain compliance in a timely manner, and, Nasdaq advised the Company that it had determined to grant the Company an extension to regain compliance with the Rule.
The Company was unable to regain compliance with the Rule prior to the end of the plan period (November 18, 2024). As a result, on November 19, 2024, the Company received a delist determination letter from Nasdaq advising the Company that Nasdaq had determined that the Company did not meet the terms of the extension. As a result, unless the Company requests an appeal of Nasdaq’s determination, trading of the Company’s common stock will be suspended at the opening of business on November 29, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration on Nasdaq.
The Company may submit a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request is expected to stay any delisting action by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires.
Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company’s request or an additional extension period, or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.
SIGNATURES
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 hereunto duly authorized.
| | PROTAGENIC THERAPEUTICS, INC. |
| | | |
| Date: November 22, 2024 | By: | /s/ Alexander K. Arrow |
| | Name: | Alexander K. Arrow |
| | Title: | Chief Financial Officer |
