{"url_path":"/sec/ptix/8-k/2026-02-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-24","source_url":"https://www.sec.gov/Archives/edgar/data/1022899/0001493152-26-007800-index.html","accession_number":"0001493152-26-007800","cik":"0001022899","ticker":"PTIX","issuer_name":"Protagenic Therapeutics, Inc.\\new","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022899/0001493152-26-007800-index.html","primary_entity_key":"0001022899","primary_entity_name":"Protagenic Therapeutics, Inc.\\new"},"word_count":583,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\n**Settlement\nAgreement**\n\n \n\nOn\nFebruary 17, 2026, Protagenic Therapeutics, Inc. (“PTIX” or the “Company”) entered into a Settlement Agreement\n(the “Settlement Agreement”) with Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio (collectively,\nthe “Former Phytanix Stockholders”), in connection with the litigation styled *Protagenic Therapeutics, Inc. v. Alterola\nBiotech Inc., et al.*, Case No. 2025-1238-KMM, pending in the Court of Chancery of the State of Delaware (the “Litigation”).\n\n \n\nThe\nSettlement Agreement provides for, among other things, the dismissal of the Litigation and the execution of an agreement to terminate,\nand unwind the transactions contemplated by, the Share Exchange Agreement dated May 15, 2025 (the “SEA”). Pursuant to the\nSEA, PTIX had previously acquired 100% of the outstanding capital stock of Phytanix Bio, which transaction was disclosed in PTIX’s\nCurrent Reports on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025 and August 28, 2025.\n\n \n\n**Unwind,\nTermination and Share Exchange Agreement**\n\n \n\nOn\nFebruary 17, 2026, PTIX entered into an Unwind, Termination and Share Exchange Agreement (the “Unwind Agreement”) with Phytanix\nBio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott, as Sellers’ Representative (as\ndefined therein). PTIX, Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders and Sellers’ Representative\nare collectively referred to herein as the “Parties”. The closing of the unwind transactions (the “Closing”)\noccurred simultaneously with the execution of the Unwind Agreement on February 17, 2026.\n\n \n\nPursuant\nto the Unwind Agreement:\n\n \n\n●The\nSEA was terminated.\n\n●The\nParties agreed to unwind the transactions contemplated by the SEA.\n\n●The\nFormer Phytanix Stockholders forfeited and returned to PTIX all shares of PTIX common stock\nand preferred stock that had been issued to them as closing consideration under the SEA.\n\n●PTIX\ntransferred back to the Former Phytanix Stockholders 100% of the outstanding capital stock\nof Phytanix Bio.\n\n●Upon\nClosing, the Former Phytanix Stockholders re-acquired full ownership of Phytanix Bio, and\nPTIX relinquished all ownership and related rights in Phytanix Bio.\n\n●Phytanix\nBio will continue to own its pre-merger assets and retain its liabilities as reflected on\nits balance sheet as of the date of the Unwind Agreement.\n\n●PTIX\nagreed to pay Phytanix Bio $300,000 at Closing and an additional $10,000 following receipt\nof specified financial information, in accordance with the terms of the Unwind Agreement.\n\n \n\nThe\nUnwind Agreement also includes:\n\n \n\n●Mutual\nreleases between PTIX and the Former Phytanix Stockholders.\n\n●Termination\nof related agreements between the Parties.\n\n●Acknowledgement\nof resignations of Former Phytanix Stockholders and their affiliates from any positions with\nPTIX.\n\n●Mutual\nreleases between the Parties.\n\n●Indemnification\nprovisions in favor of PTIX relating to liabilities associated with the SEA and Phytanix\nBio.Indemnification provisions in favor of Phytanix Bio for any third party claims relating\nto any action taken by, or on behalf of, Phytanix Bio outside the ordinary course of business\nduring the period between the closing of the transactions under the SEA and the closing of\nthe transactions under the Unwind Agreement that are not otherwise reflected on the balance\nsheet of Phytanix Bio as of the date of the Unwind Agreement.\n\n \n\nThe\nforegoing descriptions of the Settlement Agreement and the Unwind Agreement do not purport to be complete and are qualified in their\nentirety by reference to the full text of the Settlement Agreement and the Unwind Agreement, copies of which are filed as exhibits 10.1\nand 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}