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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2021

or

☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to___________

Commission File Number: 000-51353

PROTAGENIC THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 06-1390025
(State or other jurisdiction of |  | (I.R.S. Employer
incorporation or organization) |  | Identification No.)

149 Fifth Avenue, Suite 500, New York, New York 10010

(Address of Principal Executive Office) (Zip Code)

(212) 994-8200

Registrant’s Telephone Number Including Area Code

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

Title of each class |  | Ticker symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.0001 |  | PTIX |  | Nasdaq Capital Market
Common Stock Purchase Warrant |  | PTIXW |  | Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Exchange Act).

☐ Yes ☒ No

As of August 13, 2021 there were 16,699,651 shares of common stock outstanding.

PROTAGENIC THERAPEUTICS, INC.

Form 10-Q Report

For the Fiscal Quarter Ended June 30, 2021

TABLE OF CONTENTS

|  | Page
Part I. | Financial Information |
Item 1 | Financial Statements: |
| Consolidated Balance Sheets at June 30, 2021 (unaudited) and December 31, 2020 | 3
| Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2021 and 2020 (unaudited) | 4
| Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2021 and 2020 (unaudited) | 5
| Consolidated Statements of Cash Flows for six months ended June 30, 2021 and 2020 (unaudited) | 6
| Notes to Consolidated Financial Statements (unaudited) | 7
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 19
Item 4 | Controls and Procedures | 19
Part II. | Other Information |
Item 1 | Legal Proceedings | 21
Item 1A | Risk Factors | 21
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 21
Item 3 | Defaults upon Senior Securities | 21
Item 4 | Mine Safety Disclosures | 21
Item 5 | Other Information | 21
Item 6 | Exhibits | 22
Signatures | 23

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

|  | June 30, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |
Cash |  | $ | 11,932,973 |  |  | $ | 671,091 |
Prepaid expenses |  |  | 129,167 |  |  |  | 208,156 |
TOTAL CURRENT ASSETS |  |  | 12,062,140 |  |  |  | 879,247 |
TOTAL ASSETS |  | $ | 12,062,140 |  |  | $ | 879,247 |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 602,587 |  |  | $ | 571,517 |
Derivative liability |  |  | - |  |  |  | 83,670 |
TOTAL CURRENT LIABILITIES |  |  | 602,587 |  |  |  | 655,187 |
PIK convertible notes payable, net of debt discount |  |  | 350,279 |  |  |  | 1,081,384 |
PIK convertible notes payable, net of debt discount - related parties |  |  | 311,136 |  |  |  | 292,412 |
TOTAL LIABILITIES |  |  | 1,264,002 |  |  |  | 2,028,983 |
STOCKHOLDERS’ EQUITY (DEFICIT) |  |  |  |  |  |  |  |
Preferred stock, $0.000001 par value; 20,000,000 shares authorized; 872,766 shares issued and outstanding in the following classes: |  |  | - |  |  |  | - |
Preferred stock; par value $0.000001; 2,000,000 shares authorized; none issued and outstanding |  |  | - |  |  |  | - |
Series B convertible preferred stock, $0.000001 par value; 18,000,000 shares authorized; |  |  |  |  |  |  |  |
436,017 and 872,766 shares issued and outstanding at June 30, 2021, and December 31, 2020 |  |  | 1 |  |  |  | 1 |
Common stock, $.0001 par value, 100,000,000 shares authorized, 16,263,634 and 10,360,480 shares issued and outstanding at June 30, 2021, and December 31, 2020 |  |  | 1,627 |  |  |  | 1,036 |
Additional paid-in-capital |  |  | 31,420,307 |  |  |  | 16,719,749 |
Accumulated deficit |  |  | (20,453,184 | ) |  |  | (17,698,936 | )
Accumulated other comprehensive loss |  |  | (170,613 | ) |  |  | (171,586 | )
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) |  |  | 10,798,138 |  |  |  | (1,149,736 | )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |  | $ | 12,062,140 |  |  | $ | 879,247 |

See accompanying notes to the unaudited consolidated financial statements

3

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
|  | For the three months ended June 30, |  |  | For the six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
OPERATING AND ADMINISTRATIVE EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 140,592 |  |  |  | 52,008 |  |  |  | 732,943 |  |  |  | 117,967 |
General and administrative |  |  | 1,168,241 |  |  |  | 436,935 |  |  |  | 1,782,080 |  |  |  | 891,712 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES |  |  | 1,308,833 |  |  |  | 488,943 |  |  |  | 2,515,023 |  |  |  | 1,009,679 |
LOSS FROM OPERATIONS |  |  | (1,308,833 | ) |  |  | (488,943 | ) |  |  | (2,515,023 | ) |  |  | (1,009,679 | )
OTHER (EXPENSE) INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 227 |  |  |  | 93 |  |  |  | 232 |  |  |  | 477 |
Interest expense |  |  | (239,190 | ) |  |  | (54,944 | ) |  |  | (323,127 | ) |  |  | (93,930 | )
Change in fair value of derivative liability |  |  | - |  |  |  | (23,560 | ) |  |  | 83,670 |  |  |  | 37,189 |
TOTAL OTHER INCOME (EXPENSES) |  |  | (238,963 | ) |  |  | (78,411 | ) |  |  | (239,225 | ) |  |  | (56,264 | )
LOSS BEFORE TAX |  |  | (1,547,796 | ) |  |  | (567,354 | ) |  |  | (2,754,248 | ) |  |  | (1,065,943 | )
INCOME TAX EXPENSE |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
NET LOSS |  | $ | (1,547,796 | ) |  | $ | (567,354 | ) |  | $ | (2,754,248 | ) |  | $ | (1,065,943 | )
COMPREHENSIVE LOSS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Comprehensive Loss - net of tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange translation income (loss) |  |  | 482 |  |  |  | 1,084 |  |  |  | 973 |  |  |  | (1,335 | )
TOTAL COMPREHENSIVE LOSS |  | $ | (1,547,314 | ) |  | $ | (566,270 | ) |  | $ | (2,753,275 | ) |  | $ | (1,067,278 | )
Net loss per common share - Basic and Diluted |  | $ | (0.11 | ) |  | $ | (0.06 | ) |  | $ | (0.22 | ) |  | $ | (0.10 | )
Weighted average common shares - Basic and Diluted |  |  | 14,487,277 |  |  |  | 10,261,419 |  |  |  | 12,488,906 |  |  |  | 10,261,419 |

See accompanying notes to the unaudited consolidated financial statements

4

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2021 and 2020

(Unaudited)

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Loss |  |  | Deficit |
|  | Series B Convertible |  |  |  |  |  |  |  |  | Additional |  |  |  |  |  | Accumulated Other |  |  |  |
|  | Preferred Stock |  |  | Common Stock |  |  | Paid-in- |  |  | Accumulated |  |  | Comprehensive |  |  | Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Loss |  |  | Deficit |
For the six months ended June 30, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
BALANCE -December 31, 2019 |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,261,419 |  |  | $ | 1,026 |  |  | $ | 14,687,172 |  |  | $ | (15,150,201 | ) |  | $ | (172,364 | ) |  | $ | (634,366 | )
Foreign currency translation loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,419 | ) |  |  | (2,419 | )
Stock compensation - stock options |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 360,436 |  |  |  | - |  |  |  | - |  |  |  | 360,436 |
Debt discount from beneficial conversion feature |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 89,204 |  |  |  | - |  |  |  | - |  |  |  | 89,204 |
Issuance of options for settlement of accrued payroll |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 93,950 |  |  |  | - |  |  |  | - |  |  |  | 93,950 |
Modification of warrants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,861 |  |  |  | - |  |  |  | - |  |  |  | 5,861 |
Exercise of options |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercise of options, Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercise of warrants |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercise of warrants,Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Issuance of shares and warrants from offering, net of offering costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Issuance of shares and warrants from offering, net of offering costs, shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Conversion of preferred stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Conversion of preferred stock,Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Conversion of preferred stock,Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Conversion of notes and interest |  |  |  |  |  |  |  |  |  |  | 839,724 |  |  |  | 84 |  |  |  | 1,054,460 |  |  |  | - |  |  |  | - |  |  |  | 1,054,544 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (498,589 | ) |  |  | - |  |  |  | (498,589 | )
BALANCE -March 31, 2020 |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,261,419 |  |  | $ | 1,026 |  |  | $ | 15,236,623 |  |  | $ | (15,648,790 | ) |  | $ | (174,783 | ) |  | $ | (585,923 | )
Foreign currency translation loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,084 |  |  |  | 1,084 |
Stock compensation - stock options |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 304,148 |  |  |  | - |  |  |  | - |  |  |  | 304,148 |
Debt discount from beneficial conversion feature |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 86,968 |  |  |  | - |  |  |  | - |  |  |  | 86,968 |
Issuance of options for settlement of accrued payroll |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | - |  |  |  | - |  |  |  | 15,000 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (567,354 | ) |  |  | - |  |  |  | (567,354 | )
BALANCE - June 30, 2020 |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,261,419 |  |  | $ | 1,026 |  |  | $ | 15,642,739 |  |  | $ | (16,216,144 | ) |  | $ | (173,699 | ) |  | $ | (746,077 | )
For the six months ended June 30, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
BALANCE -December 31 , 2020 |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,360,480 |  |  | $ | 1,036 |  |  | $ | 16,719,749 |  |  | $ | (17,698,936 | ) |  | $ | (171,586 | ) |  | $ | (1,149,736 | )
Foreign currency translation loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 491 |  |  |  | 491 |
Stock compensation - stock options |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 345,975 |  |  |  | - |  |  |  | - |  |  |  | 345,975 |
Exercise of options |  |  | - |  |  |  | - |  |  |  | 10,000 |  |  |  | 1 |  |  |  | (1 | ) |  |  | - |  |  |  | - |  |  |  | - |
Exercise of warrants |  |  | - |  |  |  | - |  |  |  | 240,123 |  |  |  | 24 |  |  |  | 27,101 |  |  |  | - |  |  |  | - |  |  |  | 27,125 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,206,452 | ) |  |  | - |  |  |  | (1,206,452 | )
BALANCE -March 31, 2021 |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,610,603 |  |  | $ | 1,061 |  |  | $ | 17,092,824 |  |  | $ | (18,905,388 | ) |  | $ | (171,095 | ) |  | $ | (1,982,597 | )
BALANCE |  |  | 872,766 |  |  | $ | 1 |  |  |  | 10,610,603 |  |  | $ | 1,061 |  |  | $ | 17,092,824 |  |  | $ | (18,905,388 | ) |  | $ | (171,095 | ) |  | $ | (1,982,597 | )
Foreign currency translation gain |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 482 |  |  |  | 482 |
Issuance of shares and warrants from offering, net of offering costs |  |  | - |  |  |  | - |  |  |  | 3,180,000 |  |  |  | 318 |  |  |  | 11,707,721 |  |  |  | - |  |  |  | - |  |  |  | 11,708,039 |
Stock compensation - stock options |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 722,966 |  |  |  | - |  |  |  | - |  |  |  | 722,966 |
Exercise of options |  |  | - |  |  |  | - |  |  |  | 360,000 |  |  |  | 36 |  |  |  | 542,464 |  |  |  | - |  |  |  | - |  |  |  | 542,500 |
Exercise of warrants |  |  | - |  |  |  |  |  |  |  | 836,558 |  |  |  | 84 |  |  |  | 299,916 |  |  |  | - |  |  |  | - |  |  |  | 300,000 |
Conversion of preferred stock |  |  | (436,749 | ) |  |  |  |  |  |  | 436,749 |  |  |  | 44 |  |  |  | (44 | ) |  |  | - |  |  |  | - |  |  |  | - |
Conversion of notes and interest |  |  |  |  |  |  |  |  |  |  | 839,724 |  |  |  | 84 |  |  |  | 1,054,460 |  |  |  | - |  |  |  | - |  |  |  | 1,054,544 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,547,796 | ) |  |  | - |  |  |  | (1,547,796 | )
BALANCE - June 30, 2021 |  |  | 436,017 |  |  | $ | 1 |  |  |  | 16,263,634 |  |  | $ | 1,627 |  |  | $ | 31,420,307 |  |  | $ | (20,453,184 | ) |  | $ | (170,613 | ) |  | $ | 10,798,138 |
BALANCE |  |  | 436,017 |  |  | $ | 1 |  |  |  | 16,263,634 |  |  | $ | 1,627 |  |  | $ | 31,420,307 |  |  | $ | (20,453,184 | ) |  | $ | (170,613 | ) |  | $ | 10,798,138 |

See accompanying notes to the unaudited consolidated financial statements

5

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|  | 2021 |  |  | 2020 |
|  | For the six months ended June 30, |
|  | 2021 |  |  | 2020 |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |
Net Loss |  | $ | (2,754,248 | ) |  | $ | (1,065,943 | )
Adjustments to reconcile net loss to net cash used in operating activities |  |  |  |  |  |  |  |
Depreciation expense |  |  | - |  |  |  | 165 |
Stock based compensation |  |  | 1,068,941 |  |  |  | 751,552 |
Change in fair value of the derivative liability |  |  | (83,670 | ) |  |  | (37,189 | )
Amortization of debt discount |  |  | 277,619 |  |  |  | 58,923 |
Modification of warrants |  |  | - |  |  |  | 5,861 |
Changes in operating assets and liabilities |  |  |  |  |  |  |  |
Prepaid expenses |  |  | 78,990 |  |  |  | 36,856 |
Accounts payable and accrued expenses |  |  | 94,278 |  |  |  | (260,322 | )
NET CASH USED IN OPERATING ACTIVITIES |  |  | (1,318,090 | ) |  |  | (510,097 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Exercise of warrants for cash |  |  | 327,125 |  |  |  | - |
Exercise of options for cash |  |  | 542,500 |  |  |  | - |
Issuance of shares and warrants from offering, net of offering costs |  |  | 11,708,039 |  |  |  | - |
Proceeds from notes payable |  |  | 100,000 |  |  |  | - |
Repayment of notes payable |  |  | (100,000 | ) |  |  | - |
Proceeds from PIK convertible notes |  |  | - |  |  |  | 850,000 |
Proceeds from PIK convertible notes - related party |  |  | - |  |  |  | 50,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES |  |  | 12,577,664 |  |  |  | 900,000 |
Effect of exchange rate on cash |  |  | 2,308 |  |  |  | (7,230 | )
NET INCREASE IN CASH |  |  | 11,261,882 |  |  |  | 382,673 |
CASH, BEGINNING OF YEAR |  |  | 671,091 |  |  |  | 798,623 |
CASH, END OF YEAR |  | $ | 11,932,973 |  |  | $ | 1,181,296 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |  |  |  |  |  |  |  |
Cash paid for interest expense |  | $ | - |  |  | $ | - |
Cash paid for income taxes |  | $ | - |  |  | $ | - |
NONCASH FINANCING AND INVESTING TRANSACTIONS |  |  |  |  |  |  |  |
Shares issued for conversion of notes and interest |  | $ | 1,054,544 |  |  | $ | - |
Debt discount from beneficial conversion feature |  | $ | - |  |  | $ | 104,204 |
Issuance of options for settlement of accounts payable |  | $ | - |  |  | $ | 93,950 |

See accompanying notes to the unaudited consolidated financial statements

6

PROTAGENIC THERAPEUTICS, INC & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2021

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), is a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”), a corporation formed in 2006 under the laws of the Province of Ontario, Canada.

The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Exchange Act of 1934, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. (“Prior Protagenic”) through a reverse merger.

On February 12, 2016, Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company, merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of Prior Protagenic and has continued the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

NOTE 2 - LIQUIDITY

As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses resulting in an accumulated deficit. The Company anticipates further losses in the development of its business. The Company also had negative cash flows used in operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Based on its cash resources as of June 30, 2021, the Company has sufficient resources to fund its operations at least until the end of the third quarter of 2023. Absent generation of sufficient revenue from the execution of the Company’s business plan and sales revenue is not anticipated before 2024, the Company will need to obtain debt or equity financing by the third quarter of 2023. Because of these factors, the Company believes that this alleviates the substantial doubt in connection with the Company’s ability to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC” for interim financial information. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2021 and 2020. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

7

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020, which contain the audited financial statements and notes thereto, for the years ended December 31, 2020 and 2019 included within the Company’s Form 10-K filed with the SEC on March 25, 2021. The interim results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Principles of consolidation

The condensed consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.

Reclassifications:

Reclassifications of prior periods have been made to conform with current year presentation

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance.

Concentrations of Credit Risk

The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. As of June 30, 2021, the Company has bank balances that exceeds the federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels are described below:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;

Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

8

Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short term maturity of those instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of June 30, 2021.

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

|  | Carrying |  |  | Fair Value Measurement Using |
|  | Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Derivative warrants liabilities |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020.

|  | Carrying |  |  | Fair Value Measurement Using |
|  | Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Derivative warrants liabilities |  | $ | 83,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 83,670 |  |  | $ | 83,670 |

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2021 and the year ended December 31, 2020:

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION

|  | Fair Value Measurement Using Level 3 |
|  | Inputs Total |
Balance, December 31, 2020 |  | $ | 83,670 |
Change in fair value of derivative warrants liabilities |  |  | (83,670 | )
Balance, June 30, 2021 |  | $ | - |

The fair value of the derivative feature of the 127,346 and 295,945 warrants issued to the placement agent of the Company’s 2016 private offering (the “2016 Offering”) and to a holder of its debt for debt cancellation in connection with the Merger, respectively on the issuance dates and at the balance sheet dates were calculated using a Black-Scholes option model valued with the following assumptions:

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

|  | December 31, 2020 |
Exercise price |  |  | 1.25 |
Risk free interest rate |  |  | 0.09 | %
Dividend yield |  |  | 0.00 | %
Expected volatility |  |  | 169 | %
Contractual term |  |  | 0.14 Years |

9

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term.

Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants.

During the six months ended June 30, 2021 and 2020, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $83,670 and a gain of $37,189 relating to the change in fair value, respectively. The warrants expired on February 21, 2021, resulting in the elimination of the derivative liability.

Derivative Liability

The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Stock-Based Compensation

The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported.

If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur.

Basic and Diluted Net (Loss) per Common Share

Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the condensed consolidated statements of operations.

10

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

|  | Potentially Outstanding Dilutive Common Shares |
|  | For the Six Months Ended June 30, 2021 |  |  | For the Six Months Ended June 30, 2020 |
Conversion Feature Shares |  |  |  |  |  |  |  |
Common shares issuable under the conversion feature of preferred shares |  |  | 436,017 |  |  |  | 872,766 |
Stock Options |  |  | 5,493,861 |  |  |  | 4,028,162 |
Warrants |  |  | 6,132,630 |  |  |  | 3,908,258 |
Convertible Notes |  |  | 806,000 |  |  |  | 1,256,000 |
Total potentially outstanding dilutive common shares |  |  | 12,868,508 |  |  |  | 10,065,186 |

Research and Development

Research and development expenses are charged to operations as incurred.

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the condensed consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the condensed consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the condensed consolidated statements of operations and comprehensive loss.

Based on an assessment of the factors discussed above, the management of the Company determined its subsidiary’s local currency (i.e. the Canadian dollar) to be the functional currency for its foreign subsidiary.

11

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

|  | June 30, 2021 |  |  | December 31, 2020 |
Accounting |  | $ | 36,161 |  |  | $ | 36,161 |
Research and development |  |  | 381,702 |  |  |  | 393,496 |
Other |  |  | 184,724 |  |  |  | 141,860 |
Total |  | $ | 602,587 |  |  | $ | 571,517 |

On October 1, 2019, the Company entered into an agreement with a consultant for toxicology studies. The consultant quoted a commitment of approximately $988,000 as an estimate for the study. 50% of the total price was paid upon the signing of the agreement, 35% of the total price is to be paid upon completion of the in-life study, and the remaining 15% of the total price is to be paid upon the issuance of the report. If the Company cancels the study the Company will be required to pay a cancelation fee. If the cancelation happens prior to the arrival of the test animals then the Company will need to pay between 20% and 50% of the animal fees depending on when the cancellation happens. If the cancellation occurs after the animals arrive but before the study begins then the Company will be responsible for paying 50% of the protocol price plus a fee of $7,000 per room/week for animal husbandry until the animals can be relocated or disposed of. If the Company cancels the study after it has begun then the Company will need to pay any fees for procured items for the study and any nonrecoverable expenses incurred by the consultant. As of June 30, 2021 and December 31, 2020, the Company has paid $174,106 and $174,106 to the consultant and there is a balance of $319,799 and $319,799 due, respectively.

NOTE 5 – NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES)

Note Payable

On March 1, 2021, the Company entered into a $100,000 promissory note. This note is due on February 28, 2026 and accrues interest at a rate of 5% per annum or 7.5% per annum in the case of default. In the event that the Company completes a financing of no less than $7.5 million, then the note holder will be issued warrants valued at $25,000 with an exercise price equal to 110% of the offering cost of the common stock in the financing. These warrants will have a term of five years. During the six months ended June 30, 2021, the Company paid off the balance of this note’s principal and accrued interest.

As of June 30, 2021 and December 31, 2020, the Company owes $0 and $0 on the outstanding note, respectively.

Convertible Notes Payable

During the six months ended June 30, 2021 and 2020, the Company amortized $72,110 and $40,095 of the debt discount, respectively. At June 30, 2021 and December 31, 2020, the Company had an unamortized debt discount of $257,221 and $516,116, respectively.

During the six months ended June 30, 2021, a total of 839,724 shares of the Company’s common stock was issued for the conversion of notes and interest. A total of $990,000 in principal and $64,544 in accrued interest was converted. As part of this conversion, the Company also expensed $186,785 in unamortized debt discount related to these converted notes.

12

As of June 30, 2021 and December 31, 2020, the Company owes $607,500 and $1,597,500 on the outstanding Convertible Notes, respectively.

SCHEDULE OF MATURITY DATE OF NOTES

Maturity Date of Notes for Twelve Months Ending June 30, 2021, |  | Amount due |
2022 |  | $ | - |
2023 |  |  | - |
2024 |  |  | 607,500 |
2025 |  |  | - |
2026 |  |  | - |
Total |  | $ | 607,500 |

Convertible Notes Payable – Related Parties

During the six months ended June 30, 2021 and 2020, the Company amortized $18,724 and $18,828 of the debt discount, respectively. At June 30, 2021 and December 31, 2020, the Company had an unamortized debt discount of $88,864 and $107,588, respectively.

As of June 30, 2021 and December 31, 2020, the Company owes $400,000 and $400,000 on the outstanding Convertible Notes, respectively.

SCHEDULE OF MATURITY DATE OF NOTES

Maturity Date of Notes for Twelve Months Ending June 30, 2021, |  | Amount due |
2022 |  | $ | - |
2023 |  |  | - |
2024 |  |  | 400,000 |
2025 |  |  | - |
2026 |  |  | - |
Total |  | $ | 400,000 |

NOTE 6 - STOCKHOLDERS’ DEFICIT

Common Stock

On April, 29, 2021, the Company completed a public offering (“the Offering”) to sell an aggregate of 3,180,000 shares of the Company’s common stock together with warrants to purchase an aggregate of 3,180,000 shares of common stock. The Company also granted the underwriters warrants to purchase an aggregate of 477,000 shares of Common Stock at the same price. Net proceeds from the Offering were approximately $11.7 million (excluding any sale of the Option Shares), after deducting underwriting discounts and commissions and public offering expenses payable by the Company.

During the six months ended June 30, 2021, a total of 436,749 shares of the Company’s Series B preferred stock was converted to 436,749 shares of the Company’s common stock.

Stock-Based Compensation

In connection with the consummation of the Merger completed on February 12, 2016, we adopted Prior Protagenic’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted the 2016 Plan and, as a result, we terminated the 2006 Plan. We will not grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the terms of the particular grant and the 2006 Plan.

Pursuant to the 2016 Plan, the Company’s Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. On each of January 1, 2017, January 1, 2019 and January 1, 2020, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares, or a total of 1,693,134 shares. As a result of these increases, as of June 30, 2021 and December 31, 2020, the aggregate number of shares of common stock available for awards under the 2016 Plan was 4,868,623 shares and 4,868,623 shares, respectively. Options issued under the 2016 Plan are exercisable for up to ten years from the date of issuance.

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There were 5,493,861 options outstanding as of June 30, 2021. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

Exercise price |  | $ | 3.65-5.60 |
Expected dividend yield |  |  | 0 | %
Risk free interest rate |  |  | 0.81%-1.58 | %
Expected life in years |  |  | 5-10 |
Expected volatility |  |  | 148%-158 | %

There were 5,597,861 options outstanding as of December 31, 2020. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price |  | $ | 1.75 |
Expected dividend yield |  |  | 0 | %
Risk free interest rate |  |  | 0.64%-1.61 | %
Expected life in years |  |  | 10 |
Expected volatility |  |  | 140%-146 | %

The following is an analysis of the stock option grant activity under the Plan:

SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY

|  |  |  | Weighted Average |  |  | Weighted Average |
| Number |  |  | Exercise Price |  |  | Remaining Life |
Stock Options |  |  |  |  |  |  |  |  |  |  |
Outstanding December 31, 2020 |  | 5,597,861 |  |  | $ | 1.47 |  |  |  | 6.48 |
Granted |  | 546,000 |  |  | $ | 4.96 |  |  |  | 9.60 |
Expired |  | (280,000 | ) |  | $ | 1.00 |  |  |  | - |
Exercised |  | (370,000 | ) |  | $ | 1.48 |  |  |  | - |
Outstanding June 30, 2021 |  | 5,493,861 |  |  | $ | 1.84 |  |  |  | 6.79 |

A summary of the status of the Company’s nonvested options as of June 30, 2021, and changes during the six months ended June 30, 2021, is presented below:

SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES

Nonvested Options |  | Options |  |  | Weighted- Average Exercise Price |
Nonvested at December 31, 2020 |  |  | 862,833 |  |  | $ | 1.75 |
Granted |  |  | 546,000 |  |  | $ | 4.96 |
Vested |  |  | (433,979 | ) |  | $ | 3.32 |
Forfeited |  |  | - |  |  | $ | - |
Nonvested at June 30, 2021 |  |  | 974,854 |  |  | $ | 3.02 |

As of June 30, 2021, the Company had 5,493,861 shares issuable under options outstanding at a weighted average exercise price of $1.84 and an intrinsic value of $5,701,038

The total number of options granted during the six months ended June 30, 2021 and 2020 was 546,000 and 1,387,497, respectively. The exercise price for these options was $3.65 or $5.60 per share.

The Company recognized compensation expense related to options issued of $722,966 and $304,148 during the three months ended June 30, 2021 and 2020, respectively, in which $721,490 and $269,408 is included in general and administrative expenses and $1,476 and $34,740 in research and development expenses, respectively. For the three months ended June 30, 2021, $528,197 of the stock compensation was related to employees and $194,769 was related to non-employees.

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The Company recognized compensation expense related to options issued of $1,068,941 and $751,552 during the six months ended June 30, 2021 and 2020, respectively, in which $1,065,988 and $595,202 is included in general and administrative expenses and $2,953 and $69,381 in research and development expenses, respectively. For the six months ended June 30, 2021, $664,400 of the stock compensation was related to employees and $404,541 was related to non-employees.

As of June 30, 2021, the unamortized stock option expense was $2,541,457 with $343,794 being related to employees and $2,197,663 being related to non-employees. As of June 30, 2021, the weighted average period for the unamortized stock compensation to be recognized is 3.58 years.

On February 25, 2021, the Company issued a total of 366,000 options to purchase shares of the Company’s common stock to five individuals, with 350,000 of these options being issued to related parties. These options had a grant date fair value of $2,009,063. These options have an exercise price of $5.60 and a term of 10 years or 5 years. 16,000 of the options vest immediately and 350,000 of the options vest monthly over 48 months.

On May 26, 2021, the Company issued a total of 180,000 options to purchase shares of the Company’s common stock to a related party. These options had a grant date fair value of $474,231. These options have an exercise price of $3.65, a term of 10 years, and vest immediately.

During the three months ended March 31, 2021, 10,000 options were exercised for 10,000 shares of the Company’s common stock. These options had an exercise price of $1.00.

During the three months ended June 30, 2021, the Company issued 360,000 shares of the Company’s common stock to a related party for the exercise of 360,000 options. The Company received proceeds of $532,500 from the exercise.

Warrants:

A summary of warrant issuances are as follows:

SUMMARY OF WARRANT ISSUANCES

|  |  |  |  | Weighted Average |  |  | Weighted Average |
|  | Number |  |  | Exercise Price |  |  | Remaining Life |
Warrants |  |  |  |  |  |  |  |  |  |  |  |
Outstanding December 31, 2020 |  |  | 4,007,058 |  |  | $ | 1.06 |  |  |  | 1.86 |
Granted |  |  | 3,657,000 |  |  |  | 4.98 |  |  |  | 4.83 |
Expired |  |  | (150,249 | ) |  |  | 1.25 |  |  |  | - |
Exercised |  |  | (1,381,179 | ) |  |  | 1.13 |  |  |  | - |
Outstanding June 30, 2021 |  |  | 6,132,630 |  |  | $ | 3.38 |  |  |  | 3.65 |

As of June 30, 2021, the Company had 6,132,630 shares issuable under warrants outstanding at a weighted average exercise price of $3.38 and an intrinsic value of $4,629,869.

During the three months ended March 31, 2021, 373,042 warrants were exercised for 240,123 shares of the Company’s common stock. The Company received $27,125 from these exercises.

During the three months ended June 30, 2021, the Company issued 836,558 shares of the Company’s common stock for the net exercise of 1,008,137 warrants. 231,277 of these shares of common stock were issued to a related party. The Company received proceeds of $300,000 from the exercise.

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NOTE 7 - COLLABORATIVE AGREEMENTS

The Company and the University of Toronto (the “University”) entered into an agreement effective April 1, 2014 (the “New Research Agreement”) for the performance of a research project titled “Teneurin C-terminal Associated Peptide (“TCAP”) mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism” (the “New Project”). The New Project is to perform research related to work done by Dr. David A. Lovejoy, a professor at the University and stockholder of the Company, in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, Dr. Lovejoy entered into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30, 2016. In February 2017, the New Research Agreement was extended to December 31, 2017. The extension allowed for further development of the technologies and use of their applications. On April 10, 2018, the agreement was amended and the research agreement has been further extended to December 31, 2023.

Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a ten year period which ends on April 1, 2022. As of June 30, 2021, Dr. David Lovejoy of the University has been granted 553,299 stock options, of which 435,487 are fully vested and 100,000 have expired. These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030.

The sponsorship research and development expenses pertaining to the Research Agreements were $0 and $0 for the six months ended June 30, 2021 and 2020, respectively.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Licensing Agreements

On July 31, 2005, the Company had entered into a Technology License Agreement (“License Agreement”) with the University pursuant to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the “Technologies”). The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date.

Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% of net sales of any product based on the Technologies. If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University 10% of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee, 2.5% of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the six months ended June 30, 2021 and 2020 and therefore was not subject to paying any royalties.

In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3% per annum. All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors and/or Dr. Lovejoy, and/or the University, as the case may be. The Company has agreed to pay all out-of- pocket filing, prosecution and maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement upon any patents relating to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement. In such a case, after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5% royalty payment owed to the University under the License Agreement and amendment.

The patent applications were made in the name of Dr. Lovejoy and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the five intellectual patent properties.

16

Legal Proceedings

From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

NOTE 9 – RELATED PARTY TRANSACTIONS

The Company is provided free office space consisting of a conference room by the Company Executive Chairman, Dr. Armen. The Company does not pay any rent for the use of this space. This space is used for quarterly board meetings and our annual shareholder meeting.

NOTE 10- SUBSEQUENT EVENTS

Subsequent to the period, a total of 436,017 shares of the Company’s preferred stock was converted to 436,017 shares of the Company’s common stock.

On July 26, 2021, the Company issued 32,000 options to purchase share of the Company’s common stock. These options have a term of ten years, an exercise price of $2.09, and vest over 48 months.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” “future” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements relate to, among other things, our business strategy, our research and development, our product development efforts, our ability to commercialize our product candidates, the activities of our licensees, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

We have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statements in Part II-Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements contained in this document; such statements need to be evaluated in light of all the information contained in this document. Furthermore, the statements speak only as of the date of this document, and we undertake no obligation to update or revise these statements.

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base these estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We expect to continue to incur significant expenses and minimal positive net cash flows from operations or negative net cash flows from operations for the foreseeable future, and those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year. We anticipate that our expenses will fluctuate substantially as we:

| ● | continue our ongoing preclinical studies, clinical trials and our product development activities for our pipeline of product candidates;
| ● | seek regulatory approvals for any product candidates that successfully complete clinical trials;
| ● | continue research and preclinical development and initiate clinical trials of our other product candidates;
| ● | seek to discover and develop additional product candidates either internally or in partnership with other pharmaceutical companies;
| ● | adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products;
| ● | maintain, expand and protect our intellectual property portfolio; and
| ● | incur additional legal, accounting and other expenses in operating as a public company.

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Results of Operations

We are a development stage company currently performing clinical trials to obtain Food and Drug Administration (“FDA”) approval and commercialization of our product.

During the three months ended June 30, 2021, we incurred a loss from operations of $1,308,833 as compared to $488,943 for the three months ended June 30, 2020. The increase in the loss is due to an increase in research and development expense of $88,584 from $52,008 for the three months ended June 30, 2020 to $140,592 for the three months ended June 30, 2021, and by an increase in general and administrative expenses of $731,306 from $436,935 for the three months ended June 30, 2020 to $1,168,241 for the three months ended June 30, 2021.

During the six months ended June 30, 2021, we incurred a loss from operations of $2,515,023 as compared to $1,009,679 for the six months ended June 30, 2020. The increase in the loss is due to an increase in research and development expense of $614,976 from $117,967 for the six months ended June 30, 2020 to $732,943 for the six months ended June 30, 2021, and by an increase in general and administrative expenses of $890,368 from $891,712 for the six months ended June 30, 2020 to $1,782,080 for the six months ended June 30, 2021.

Liquidity and Going Concern

We continually project anticipated cash requirements, predominantly from the ongoing funding requirements of our neuropeptide drug development program. The majority of these expenses relate to paying external vendors such as Contract Research Organizations and peptide synthesizer companies. These expenses could also include business combinations, capital expenditures, and new drug development working capital requirements. As of June 30, 2021, we had cash of $11,932,973 and working capital of $11,459,553. We anticipate further losses from the development of our business. Based on its cash resources as of June 30, 2021, the Company has sufficient resources to fund its operations at least until the end of the second quarter of 2023. Absent generation of sufficient revenue from the execution of the Company’s business plan, the Company will need to obtain debt or equity financing by the third quarter of 2023. Because of these factors, the Company believes that this alleviates substantial doubt in connection with the Company’s ability to continue as a going concern.

Operating activities used $1,318,090 and $510,097 in cash for the six months ended June 30, 2021 and 2020, respectively. The use of cash in operating activities during the six months ended June 30, 2021, primarily comprised of $2,754,248 net loss, $1,068,941 in stock compensation expense, $83,670 of change in the fair value of the derivative liability since December 31, 2020, an increase in prepaid expenses of $78,990, and a $94,278 increase of accounts payable and accrued expenses, which included payments to tax penalties, legal and accounting professionals, payments to consultants, and other administrative expenses.

Investing activities provided $0 and $0 in cash for the six months ended June 30, 2021 and 2020, respectively.

Financing activities provided $12,577,664 and $900,000 in cash the six months ended June 30, 2021 and 2020. The cash provided by operations came from proceeds from issuance of shares and warrants from the offering net of offering costs of $11,708,039, exercise of options of $542,500, and exercise of warrants of $327,125.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act), as of June 30, 2021. Based on this evaluation, we have identified material weaknesses in our internal control over financial reporting. Due to material weaknesses, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, including this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses we identified are described below:

| 1) | We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
| 2) | Limited level of multiple reviews among those tasked with preparing the financial statements.

These material weaknesses could result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected.

Remediation Plan

To address the material weakness described above the Company has engaged an independent third party to enhance our segregation of duties.

Since we remain a small Company, with limited segregation of duties, the third party has identified certain areas where we can layer in added controls and procedures. Management intends to implement such controls and procedures in the future.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of certain events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, these are only reasonable assurances that our controls will succeed in achieving their stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there were no changes in our internal controls over financial reporting that occurred during the quarter covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II: Other Information

Item 1. Legal Proceedings

From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking information based on our current expectations. Because our actual results may differ materially from any forward-looking statements made by or on behalf of us, this section includes a discussion of important factors that could affect our actual future results, including our revenues, expenses, operating results, cash flows and net loss per share. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. You should carefully consider these risk factors, together with all of the other information included in this Quarterly Report on Form 10-Q as well as our other publicly available filings with the U.S. Securities and Exchange Commission, or SEC.

There have been no material changes to our risk factors from those disclosed under “Risk Factors” in Part I, Item 1A of the 2020 Form 10-K. The risks and uncertainties described below and in the 2020 Form 10-K are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, or results of operations.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

During the three months ended March 31, 2021, 373,042 warrants were exercised for 240,123 shares of the Company’s common stock. The Company received $27,125 from these exercises.

During the three months ended March 31, 2021, 10,000 options were exercised for 10,000 shares of the Company’s common stock

During the three months ended June 30, 2021, the Company issued 836,558 shares of the Company’s common stock for the net exercise of 1,008,137 warrants. 231,277 of these shares of common stock were issued to a related party. The Company received proceeds of $300,000 from the exercise.

During the six months ended June 30, 2021, a total of 436,749 shares of the Company’s preferred stock was converted to 436,749 shares of the Company’s common stock.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit |  | Description
31.1 |  | Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act (€)
31.2 |  | Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act (€)
32.1 |  | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *
101.INS |  | XBRL Instance Document (€)
101.CAL |  | XBRL Taxonomy Extension Schema Document (€)
101.SCH |  | XBRL Taxonomy Extension Calculation Linkbase Document (€)
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document (€)
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (€)
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (€)

(€) - Filed herewith.

(*) -Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 16, 2021 | Protagenic Therapeutics, Inc.
| By: | /s/ Alexander K. Arrow
|  | Chief Financial Officer

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