Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2026, the Board of Directors (the "Board") of Protagenic Therapeutics, Inc. (the "Company") appointed William (Bill) Nichols, Jr., age 51, as President of the Company.

During the past five years, Mr. Nichols has held senior commercial leadership roles at bluebird bio, a biotechnology company, and previously held senior commercial leadership roles at Dova Pharmaceuticals (now Sobi) and Bristol-Myers Squibb, each a biopharmaceutical company.

Under the terms of his employment agreement, Mr. Nichols will receive an annual base salary of $350,000 and will be eligible for an annual target bonus equal to 40% of his base salary. The employment agreement also contemplates an option grant equal to approximately 1.0% of the Company's fully diluted share count.

There are no arrangements or understandings between Mr. Nichols and any other person pursuant to which he was selected as an officer, there are no family relationships between Mr. Nichols and any of the Company's directors or executive officers, and there are no transactions involving Mr. Nichols requiring disclosure under Item 404(a) of Regulation S-K.