Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On January 9, 2025, Protagenic Therapeutics, Inc. (the "Company") entered into Amendment No. 1 to that certain At Market Issuance Sales Agreement, dated July 2, 2021 (as amended, the "Sales Agreement") with B. Riley Securities, Inc. (the "Agent"), pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent, shares of the Company's common stock, par value $0.0001 per share, having an aggregate offering price of up to $1,200,000 (the "ATM Offering").

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market, to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Agent may sell shares by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay the Agent a commission of 3.0% of the gross sales price per share sold and provide them with customary indemnification and contribution rights. The Sales Agreement may be terminated by the Agent or by the Company upon notice to the other party as provided in the Sales Agreement.

The issuance and sale, if any, of the shares by the Company under the Agreement will be made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-280244) initially filed with the Securities and Exchange Commission (the "Commission") on June 14, 2024, as amended to date, and declared effective by the Commission on January 8, 2025 (the "Registration Statement"). The ATM Offering is described in the Company's Prospectus dated January 9, 2025, as filed with the SEC on January 9, 2025.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Duane Morris LLP relating to the validity of the shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.