PTIX Protagenic Therapeutics Inc

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, Protagenic Therapeutics, Inc (the “Company”) held its 2022 annual meeting of stockholders on November 23, 2022 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001, within a range of one-for-two (1-for-2) to a maximum of a one-for-four (1-for-4) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion.

On March 16, 2023, for the purpose of complying with Nasdaq Rule 5550(a)(2) regarding minimum bid price, the board of directors approved a one-for-four (1-for-4) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On March 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its third amended and restated certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:01 p.m. Eastern Time on March 22, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on March 23, 2023.

When the Reverse Stock Split becomes effective, every four shares of the Company’s issued and outstanding common stock will automatically be combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split.

The Company’s common stock will continue to trade on the Nasdaq Capital Market LLC under the existing symbol “PTIX”, but the security has been assigned a new CUSIP number (74365N202).

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.