Protagenic Therapeutics：2025年季度报告

FORM 10-Q or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from _________to___________Commission File Number: 001-12555 PROTAGENIC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware06-1390025(State or other jurisdiction of(I.R.S. Employer Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 November 26, 2025 there were 1,934,878 shares of common stock, $0.0001 par value per share, outstanding. PagePart I.Financial InformationItem 1Financial Statements:Consolidated Balance Sheets at September 30, 2025 (unaudited) and March 31, 2025 (audited)3Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended September30, 2025 and 2024 (unaudited)4Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended September 30,2025 and 2024 (unaudited)5Consolidated Statements of Cash Flows for the six months ended September 30, 2025 and 2024 (unaudited)6Notes to Consolidated Financial Statements (unaudited)7Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3Quantitative and Qualitative Disclosures about Market Risk33Item 4Controls and Procedures33Part II.Other InformationItem 1Legal Proceedings34Item 1ARisk Factors34Item 2Unregistered Sales of Equity Securities and Use of Proceeds34Item 3Defaults upon Senior Securities34Item 4Mine Safety Disclosures35Item 5Other Information35Item 6Exhibits35Signatures362 PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN US$) NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), formerly known as Atrinsic, Inc., is a Delawarecorporation and prior to May 15, 2025 has a wholly-owned subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTICanada”), a corporation formed in 2006 under the laws of the Province of Ontario, Canada. We are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-relatedneuropsychiatric and mood disorders. On May 15, 2025, the Company, entered into the Share Exchange Agreement (the “Exchange Agreement”) with AlterolaBiotech, Inc. a Nevada corporation (“Alterola”) whereby Alterola owns Phytanix Bio, Inc. (“Phytanix Bio”) that was formed on April16, 2024 as a holding company which owns ABTI Pharma Limited (“ABTI Pharma”) and its wholly-owned subsidiaries, which ABTI Pharma was formed as a UK company, registered in England and Wales, on January 7, 2021. On January 19, 2021,ABTI Pharma entered into a Stock Purchase Agreement (the “Agreement”) with Alterola pursuant to which Alterola agreed to acquireall of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of Alterola prorata to the ABTI Pharma shareholders. The shares were issued on January 29, 2021 in anticipation of the closing and the parties to thetransaction agreed in a May 24, 2021 amendment to close upon the ABTI Pharma Limited Shares being transferred to Alterola which ABTI Pharma is focused on the development of cannabinoid, cannabinoid-like, and non-cannabinoid pharmaceutical activepharmaceutical ingredients (APIs), pharmaceutical medicines made from cannabinoid, cannabinoid-like, and non-cannabinoid APIs Pursuant to the Exchange Agreement, the Company became the owner of ABTI Pharma (i.e. ABTI Pharma and its wholly-owned subsidiaries, Ferven Limited (“Ferven”) and Phytotherapeutix Ltd (“Phyto”)), EMC2 Capital LLC, a Wyoming limited liabilitycorporation (“EMC2”), the preferred stockholders of Phytanix Bio (the “Preferred Stockholders”) and Colin Stott, as the Seller’sRepresentative, pursuant to which the Company acquired 100% of t