Portage Biotech Inc 2025年年度报告和过渡报告

Title of each classregisteredNasdaq Capital Market Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:Not applicable(Title of Class)Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock (ordinaryshares) as of the close of the period covered by the annual report.Ordinary shares without par value – 1,653,622as at March 31, 2025 and 2,278,622 as of July 21, 2025.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☒If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas 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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch 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,or an emerging growth company. See definition of " large accelerated filer,” large accelerated filer," and “emerginggrowth company” in Rule 12b-2 of the Exchange Act.Largeaccelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growthcompany☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐†The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing:U.S. GAAP☐International Financial ReportingStandards as issued by theInternational Accounting StandardsBoard☒Other☐If "Other" has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. Item 17☐Item 18☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒iiTABLE OF CONTENTSPageNo.Forward-Looking Statements1Foreign Private Issuer Status and Reporting Currency2Part IItem 1.Identity of Directors, Senior Management and Advisors3Item 2.Offer Statistics and Expected Timetable3Item 3.Key Information3Item 4.Information on the Company19Item4A.Unresolved Staff Comments30Item 5.Operating and Financial Review and Prospects31Item 6.Directors, Senior Management and Employees43Item 7.Major Shareholders and Related Party Transactions60Item 8.Financial Information62Item 9.The Offer and Listing63Item10.Additional Information64 Item11.Quantitative and Qualitative Disclosures about Market Risk78Item12.Description of Securities Other than Equity Securities79Part IIItem13.Defaults, Dividend Arrearages and Delinquencies80Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds80Item15.Controls and Procedures80Item16A.Audit Committee Financial Expert81Item16B.Code of Ethics81Item16C.Principal Accountant Fees and Services81Item16D.Exemptions from the Listing Standards for Audit Committees82Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers82Item16F.Change in Registrant’s Certifying Accountant83Item16G.Corporate Governance83Item16H.Mine Safety Disclosure83Item16I.Disclosure R