{"url_path":"/sec/ptix/8-k/2026-01-05/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-05","source_url":"https://www.sec.gov/Archives/edgar/data/1022899/0001493152-26-000263-index.html","accession_number":"0001493152-26-000263","cik":"0001022899","ticker":"PTIX","issuer_name":"Protagenic Therapeutics, Inc.\\new","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022899/0001493152-26-000263-index.html","primary_entity_key":"0001022899","primary_entity_name":"Protagenic Therapeutics, Inc.\\new"},"word_count":662,"has_tables":true,"body_markdown":"**Item\n3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\n \n\n**OTC\nTrading and Next Steps**\n\n \n\nBeginning\nJanuary 5, 2026, Protagenic Therapeutics, Inc. (the “Company”) expects its common stock (“PTIX”) and warrants\n(“PTIXW”) to be quoted for trading on the over-the-counter market. On December 31, 2025, the Company received a letter from\nThe Nasdaq Stock Market LLC (“Nasdaq”) stating that trading of the Company’s securities on Nasdaq would cease at the\nclose of trading on January 2, 2026, and that Nasdaq determined to delist the Company’s securities based on the Company’s\nfailure to satisfy Nasdaq continued listing requirements, including Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity)\nand Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports).\n\n \n\nOTC\ntrading is effected through registered broker-dealers, and quotation and trading information is generally available through brokerage\nplatforms and publicly available quotation services. The Company intends to continue to file periodic and current reports with the SEC,\nwhich will be available on the SEC’s EDGAR system. The OTC market may have different liquidity and trading characteristics than\na national securities exchange.\n\n \n\nThe\nCompany is evaluating steps to regain compliance with Nasdaq listing requirements and to seek relisting on Nasdaq. The Company also intends\nto engage with market participants to facilitate the OTC transition and support liquidity in its securities. The Company has withdrawn\nits request for a hearing before a Nasdaq Hearings Panel and, accordingly, Nasdaq’s determination is final.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws.\nForward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,”\n“would,” “should,” “believes,” “expects,” “anticipates,” “estimates,”\n“intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples\nof forward-looking statements in this current report include, without limitation, statements regarding the expected commencement of quotation\nand trading of the Company’s securities on the OTC Market, the Company’s plans and expectations regarding its SEC reporting\nobligations, and the Company’s plans or ability to regain compliance with Nasdaq listing requirements and/or to seek to relist\nits securities on Nasdaq or another national securities exchange. Forward-looking statements are statements that are not historical facts\nnor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding\nthe future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions.\nBecause forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may\ndiffer materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ\ninclude, without limitation, that there can be no assurance that quotation of the Company’s securities on the OTC Market will commence\nor be maintained, that there can be no assurance that an active trading market will develop, that there can be no assurance that the\nCompany will become or remain current in its SEC reporting obligations, that there can be no assurance that the Company will meet the\napplicable standards for listing of its securities on Nasdaq or another national securities exchange, and the other important factors\ndescribed under the caption “Risk Factors” in the Company’s filings with the SEC. Any forward-looking statement made\nby the Company in this current report is based only on information currently available and speaks only as of the date on which it is\nmade. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements,\nwhether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \nPROTAGENIC\nTHERAPEUTICS, INC.\n\n \n \n \n\nDate:\nJanuary 5, 2026\nBy:\n*/s/\nAlexander K. Arrow*\n\n \nName:\nAlexander\nK. Arrow\n\n \nTitle:\nChief\nFinancial Officer"}