UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2026

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to___________

Commission File Number: 001-12555

PROTAGENIC THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-1390025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

149 Fifth Avenue
New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 994-8200

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, par value $0.0001	PTIX	OTCQB
Common Stock Purchase Warrant	PTIXW	OTCQB

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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was 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 be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such 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, smaller reporting company 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 filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

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 August 19, 2026 there were 1,810,208 shares of common stock, $0.0001 par value per share, outstanding.

PROTAGENIC THERAPEUTICS, INC.

Form 10-Q Report

For the Fiscal Quarter Ended June 30, 2026

TABLE OF CONTENTS

		Page
Part I.	Financial Information

Item 1	Financial Statements:

	Consolidated Balance Sheets at June 30, 2026 (unaudited) and March 31, 2026 (audited)	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended June 30, 2026 and 2025 (unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended June 30, 2026 and 2025 (unaudited)	5

	Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4	Controls and Procedures	30

Part II.	Other Information

Item 1	Legal Proceedings	31

Item 1A	Risk Factors	31

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3	Defaults upon Senior Securities	32

Item 4	Mine Safety Disclosures	32

Item 5	Other Information	32

Item 6	Exhibits	32

Signatures		33

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	June 30, 2026			March 31, 2026
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash in bank	$	565,985		$	1,509,178
Prepaid expenses		143,886			33,408

Total current assets		709,871			1,542,586

Long-term assets:
Fixed assets, net		6,244			14,556
Intangible assets, net		2,079,891			2,093,228

Total long-term assets		2,086,135			2,107,784

Total Assets	$	2,796,006		$	3,650,370

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES:
Current liabilities:
Accounts payable	$	999,690		$	949,517
Accrued liabilities		72,924			81,962

Total current liabilities		1,072,614			1,031,479

Total liabilities		1,072,614			1,031,479

Commitments and Contingencies - NOTE 12		-			-

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.000001 par value, 2,000,000 shares authorized none issued and outstanding		-			-
Series A Convertible Preferred stock, $0.000001 par value. 100,000 shares authorized 0 and 0 shares issued and outstanding		-			-
Series B Convertible Preferred stock, $0.000001 par value. 18,000,000 shares authorized 0 and 0 shares issued and outstanding		-			-
Series C Convertible Preferred stock, $0.000001 par value. 15,000 shares authorized 0 and 0 issued and outstanding		-			-
Series C-1 Convertible Preferred stock, $0.000001 par value. 1,000,000 shares authorized 0 and 0 issued and outstanding		-			-
Series D Convertible Preferred stock, $0.000001 par value 20,000 shares authorized 0 and 0 issued and outstanding		-			-
Preferred stock, value		-			-
Common stock, $0.0001 par value, respectively; 100,000,000 authorized; 1,810,208 and 1,810,208 shares issued outstanding		182			182
Additional paid in capital		7,058,464			6,991,452
Accumulated deficit		(4,993,245	)		(4,029,629	)
Foreign currency translation adjustment		(342,009	)		(343,114	)
Total stockholders’ equity		1,723,392			2,618,891

Total liabilities and stockholders’ equity	$	2,796,006		$	3,650,370

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended			Three Months Ended
	June 30, 2026			June 30, 2025

OPERATING EXPENSES:
Accounting and audit fees		108,398			62,500
Research and Development		109,925			394,112
Legal Fees		75,981			204,733
Consulting Fees		284,542			156,760
Salaries and wages		217,409			215,053
General and administrative - other		97,980			50,089
Stock compensation		67,012			125,127
TOTAL OPERATING EXPENSES		961,247			1,208,374

LOSS FROM OPERATIONS		(961,247	)		(1,208,374	)

OTHER EXPENSES:
Interest income (expense)		10,763			(238,727	)
Derivative expense		-			(343,399	)
Change in fair value of derivative liabilities		-			(2,133,599	)
Foreign currency exchange differences		205			2,614
Impairment of intangible assets		(13,337	)		-
Gain/loss on extinguishment of debt		-			(1,136,038	)
TOTAL OTHER EXPENSES		(2,369	)		(3,849,149	)

LOSS BEFORE INCOME TAXES		(963,616	)		(5,057,523	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(963,616	)	$	(5,057,523	)

NET LOSS PER SHARE:
Basic and diluted	$	(0.53	)	$	(1.37	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		1,810,208			3,701,226

COMPREHENSIVE LOSS:
Net loss	$	(963,616	)	$	(5,057,523	)

Other comprehensive gain (loss):
Unrealized foreign currency translation gain (loss)		1,105			(1,714	)
Comprehensive loss	$	(962,511	)	$	(5,059,237	)

See accompanying notes to the unaudited consolidated financial statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

For the Three Months Ended June 30, 2026 and 2025

(Unaudited)

	Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Capital			(Loss)			Deficit			Deficit
	Series A Convertible Preferred Stock					Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series C-1 Convertible Preferred Stock				Series D Convertible Preferred Stock				Common Stock					Additional Paid-in			Accumulated Other Comprehensive Income			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Capital			(Loss)			Deficit			Deficit
Balances March 31, 2025		17,000		$	-		-	$	-		-	$	-		-	$	-		-	$	-		5,800,000		$	-	$	455,657		$	(11,010	)	$	(5,397,606	)	$	(4,952,959)
Change in foreign currency		-			-		-		-		-		-		-		-		-		-		-			-		-			(117,219	)		-			(117,219	)
Issuance of Series A Convertible Preferred Stock to officers		2,000			-		-		-		-		-		-		-		-		-		-			-		-			-			-			-
Adjustment of shares in reverse merger		(19,000	)		-		-		-		-		-		-		-		-		-		(5,262,451	)		54		(54	)		-			-			-
Shares issued in connection with Phytanix Bio purchase		-			-		-		-		5,705		-		950,000		1		20,000		-		117,690			12		1,813,361			(130,015	)		-			1,683,359
Shares issued for cash		-			-		-		-		-		-		-		-		-		-		51,203			5		395,469			-			-			395,474
Shares issued for warrant exercises		-			-		-		-		-		-		-		-		-		-		1,145,928			115		3,949,615			-			-			3,949,730
Shares issued for option exercises		-			-		-		-		-		-		-		-		-		-		-			-		-			-			-			-
Stock-based compensation		-			-		-		-		-		-		-		-		-		-		-			-		125,127			-			-			125,127
Rounding from reverse split		-			-		-		-		-		-		-		-		-		-		(3,920	)		-		-			-			-			-
Net loss for the period		-			-		-		-		-		-		-		-		-		-		-			-		-			-			(5,057,523	)		(5,057,523	)
Balances, June 30, 2025		-		$	-		-	$	-		5,705	$	-		950,000	$	1		20,000	$	-		1,848,450		$	186	$	6,739,175		$	(258,244	)	$	(10,455,129	)	$	(3,974,011	)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series C-1 Convertible Preferred Stock				Series D Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive Income			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		(Loss)			Deficit			Equity
Balances March 31, 2026		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		1,810,208	$	182	$	6,991,452	$	(343,114	)	$	(4,029,629	)	$	2,618,891
Change in foreign currency		-		-		-		-		-		-		-		-		-		-		-		-		-		1,105			-			1,105
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		67,012		-			-			67,012
Net income for the period		-		-		-		-		-		-		-