UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 3, 2026

PROTAGENIC THERAPEUTICS, INC.

Protagenic Therapeutics, Inc.\new

(Exact name of Company as specified in its charter)

Delaware

001-12555

06-1390025

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

149 Fifth Avenue, Suite 500, New York, NY		10010
(Address of principal executive offices)		(Zip Code)

212-994-8200

(Company’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Protagenic Therapeutics, Inc. Common Stock	PTIX	OTC Markets
Protagenic Therapeutics, Inc. Common Stock Warrants	PTIXW	OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROTAGENIC THERAPEUTICS, INC.

Date: March 2, 2026	By:	/s/ Alexander K. Arrow
	Name:	Alexander K. Arrow
	Title:	Chief Financial Officer

Protagenic Therapeutics, Inc.\new 8-K