aibioProtagenic Therapeutics combines with Phytanix Bio in all-stock deal
Tickers PTIX
Phytanix Bio holders would own about 65% of the combined company before financing, on a fully diluted basis, and their preferred stock and warrants need Nasdaq stockholder approval before they can convert or be exercised. The release's count of six drug candidates includes five preclinical assets.
Key facts
- Company
- Protagenic Therapeutics, Inc. (OTC: PTIX)
- News type
- Mergers
- Primary source
- Protagenic Therapeutics, Inc. 8-K (2025-05-19)
The combination
Protagenic Therapeutics, Inc. (Nasdaq: PTIX) and Phytanix Bio Inc. entered a definitive share exchange agreement in an all-stock transaction, announced in a press release dated May 19, 2025. The combined company will be called Phytanix, Inc. The release calls it a neuroactive biopharmaceutical company with six drug candidates. Its own pipeline list shows one clinical-stage asset and five preclinical assets.
What Phytanix Bio holders receive
The shares were issued on May 16, 2025, the closing date. For all of Phytanix Bio's common stock, Protagenic issued 117,690 common shares, which the release says is no more than 19.99% of its outstanding shares just before closing. Phytanix Bio's common holders also received 5,705 shares of Series C Convertible Preferred Stock and 950,000 shares of Series C-1 Convertible Preferred Stock.
For Phytanix Bio's preferred stock, Protagenic issued 20,000 shares of Series D Preferred Stock and warrants to buy up to 715,493 common shares. Each preferred share converts into one common share, subject to conditions in the exchange agreement.
Ownership and the approval vote
On a fully diluted basis, before any financing, Protagenic's existing stockholders would own about 35% of the combined company and Phytanix Bio's stockholders about 65%. The release says conversion of the preferred stock and exercise of the warrants require stockholder approval under Nasdaq rules. The company expects to hold a special meeting, and it says it will file a proxy statement, but it gives no date for either.
The preferred stock and warrants were issued at closing, before that approval, and the release says conversion and exercise need it.
The pipeline
The lead asset is PT-00114, a peptide the release describes as in a Phase I/IIa study and on a biologics license application (BLA) pathway, which it says may qualify for regulatory data exclusivity. The release does not report results from that study. The company's annual report on Form 10-K, filed March 31, 2025, said the complete results of the single-dose portion of the Phase I trial were announced on May 22, 2024. It said the multiple-dose results were expected in the second quarter of 2025, and that the company anticipated its first Phase II efficacy results in the first quarter of 2026.
The other assets are PHYX-001, a potassium channel modulator that the release says has a mechanism similar to XEN1101 and BHV-7000, several cannabinoid-based compounds, and modified stilbenoid compounds that showed anticonvulsant activity in preclinical models. The release says the cannabinoid group has potential in obesity and metabolic disorders, but offers no data for that claim.
The release says the combination adds CNS programs and gives the combined company potential milestones over the next 18 months. Those are the company's expectations. It gives no data, no clinical timetable beyond the 10-K's earlier dates and no milestone amounts.
The people
Garo H. Armen, PhD, is Executive Chairman of Protagenic, and Barrett Evans is its President and Chief Executive Officer. The release says Phytanix Bio team members who worked on Sativex and Epidiolex at GW Pharma will join the combined company. Alexander K. Arrow, MD, CFA, is Protagenic's chief financial officer and the contact in the release.
What the release leaves out
The release gives no cash balance, net loss or dollar value for the transaction, and no price per share. It does not say how the exchange ratio was set or what either company's equity was worth before the deal. It gives no figure for how the combined pipeline will be funded.
What comes next
The next steps are the stockholder meeting to approve conversion and warrant exercise, the proxy statement and the company's clinical reporting. The 10-K's first-quarter 2026 timeline for Phase II efficacy results is the company's own. The release offers no update to it.