Protagenic Therapeutics Inc 2024年度报告

FORM10-QT (Mark One) ☐Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended or ☒Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromApril 1, 2025toJune 30, 2025 Commission File Number:001-12555 PROTAGENIC THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) 149 Fifth Avenue,Suite 500,New York,New York10010(Address of Principal Executive Office) (Zip Code) (212)994-8200Registrant’s Telephone Number Including Area Code Former Fiscal Year, December 31 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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, smaller reportingcompany or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of September 10, 2025 there were1,914,937shares of common stock, $0.0001par value per share, outstanding. PROTAGENIC THERAPEUTICS, INC.Form 10-QT ReportFor the Fiscal Quarter Ended June 30, 2025TABLE OF CONTENTS PagePart I.Financial InformationItem 1Financial Statements:Consolidated Balance Sheets at June 30, 2025 and March 31, 2025 (unaudited)3Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2025 and 2024(unaudited)4Consolidated Statements of Changes in Stockholders’ Equity for the three months ended June 30, 2025 and 2024(unaudited)5Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (unaudited)6Notes to Consolidated Financial Statements (unaudited)7Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3Quantitative and Qualitative Disclosures about Market Risk32Item 4Controls and Procedures33Part II.Other InformationItem 1Legal Proceedings34Item 1ARisk Factors34Item 2Unregistered Sales of Equity Securities and Use of Proceeds34Item 3Defaults upon Senior Securities34Item 4Mine Safety Disclosures34Item 5Other Information34Item 6Exhibits34Signatures352 PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITYFor the three months Ended June 30, 2025 and 2024(unaudited) PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN US$)June 30, 2025(unaudited) NOTE 1 –ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), formerly known as Atrinsic, Inc., is a Delawarecorporation and prior to May 15, 2025 has a wholly-owned subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”),a corporation formed in 2006 under the laws of the Province of Ontario, Canada. We are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-relatedneuropsychiatric and mood disorders. On May 15, 2025, the Company, entered into the Share Exchange Agreement (the “Exchange Agreement”) with Alterola Biotech,Inc. a Nevada corporation (“Alterola”) whereby Alterola owns Phytanix Bio, Inc. (“Phytanix Bio”) that was formed on April 16, 2024 as aholding company which owns ABTI Pharma Limited (“ABTI Pharma”) and its wholly-owned subsidiaries, which existed prior to theformation of Phytanix Bio. ABTI Pharma was formed as a UK company, registered in England and Wales, on January 7, 2021. On January 19, 2021, ABTIPharma entered into a Stock Purchase Agreement (the “Agreement”) with Alterola pursuant to which Alterola agreed to acquire all of theoutstanding shares of capital stock of ABTI Pharma from its shareholders in exchan