Protagenic Therapeutics Inc.

02/24/2026 | Press release | Distributed by Public on 02/24/2026 05:04

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Settlement Agreement

On February 17, 2026, Protagenic Therapeutics, Inc. ("PTIX" or the "Company") entered into a Settlement Agreement (the "Settlement Agreement") with Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio (collectively, the "Former Phytanix Stockholders"), in connection with the litigation styled Protagenic Therapeutics, Inc. v. Alterola Biotech Inc., et al., Case No. 2025-1238-KMM, pending in the Court of Chancery of the State of Delaware (the "Litigation").

The Settlement Agreement provides for, among other things, the dismissal of the Litigation and the execution of an agreement to terminate, and unwind the transactions contemplated by, the Share Exchange Agreement dated May 15, 2025 (the "SEA"). Pursuant to the SEA, PTIX had previously acquired 100% of the outstanding capital stock of Phytanix Bio, which transaction was disclosed in PTIX's Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025 and August 28, 2025.

Unwind, Termination and Share Exchange Agreement

On February 17, 2026, PTIX entered into an Unwind, Termination and Share Exchange Agreement (the "Unwind Agreement") with Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott, as Sellers' Representative (as defined therein). PTIX, Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders and Sellers' Representative are collectively referred to herein as the "Parties". The closing of the unwind transactions (the "Closing") occurred simultaneously with the execution of the Unwind Agreement on February 17, 2026.

Pursuant to the Unwind Agreement:

● The SEA was terminated.
● The Parties agreed to unwind the transactions contemplated by the SEA.
● The Former Phytanix Stockholders forfeited and returned to PTIX all shares of PTIX common stock and preferred stock that had been issued to them as closing consideration under the SEA.
● PTIX transferred back to the Former Phytanix Stockholders 100% of the outstanding capital stock of Phytanix Bio.
● Upon Closing, the Former Phytanix Stockholders re-acquired full ownership of Phytanix Bio, and PTIX relinquished all ownership and related rights in Phytanix Bio.
● Phytanix Bio will continue to own its pre-merger assets and retain its liabilities as reflected on its balance sheet as of the date of the Unwind Agreement.
● PTIX agreed to pay Phytanix Bio $300,000 at Closing and an additional $10,000 following receipt of specified financial information, in accordance with the terms of the Unwind Agreement.

The Unwind Agreement also includes:

● Mutual releases between PTIX and the Former Phytanix Stockholders.
● Termination of related agreements between the Parties.
● Acknowledgement of resignations of Former Phytanix Stockholders and their affiliates from any positions with PTIX.
● Mutual releases between the Parties.
● Indemnification provisions in favor of PTIX relating to liabilities associated with the SEA and Phytanix Bio.Indemnification provisions in favor of Phytanix Bio for any third party claims relating to any action taken by, or on behalf of, Phytanix Bio outside the ordinary course of business during the period between the closing of the transactions under the SEA and the closing of the transactions under the Unwind Agreement that are not otherwise reflected on the balance sheet of Phytanix Bio as of the date of the Unwind Agreement.

The foregoing descriptions of the Settlement Agreement and the Unwind Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreement and the Unwind Agreement, copies of which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Protagenic Therapeutics Inc. published this content on February 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 24, 2026 at 11:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]