Protagenic Therapeutics to Effect 1-for-14 Reverse Stock Split

Rhea-AI Summary

Protagenic Therapeutics has announced a 1-for-14 reverse stock split of its common stock, effective May 5, 2025. This strategic move aims to maintain Nasdaq compliance with minimum bid price requirements.

The split will reduce outstanding shares from approximately 8.2 million to 588,750. Trading will continue under the symbol PTIX with a new CUSIP number (74365N301). Key points include:

• Stockholder approval received on April 18, 2025, for a ratio range of 1-for-10 to 1-for-20
• Automatic conversion: 14 current shares will convert to 1 new share
• Fractional shares will be rounded up to the next whole share
• Proportionate adjustments will apply to exercise prices and equity awards

Equiniti Trust Company, the transfer agent, will handle the conversion process. Book-entry holders require no action, while certificate holders will receive instructions via mail for share conversion.

Positive

• Board approval secured for reverse stock split implementation
• Proactive measure to maintain Nasdaq listing compliance

Negative

• 14:1 reverse split indicates significant share price decline
• Share count reduction from 8.2M to 588K shares suggests substantial stock value erosion
• Risk of continued non-compliance with Nasdaq minimum bid requirements despite split
• Potential negative market perception of reverse splits as distress signal

Insights

Financial Analyst

Protagenic's 1-for-14 reverse split aims to maintain Nasdaq listing but doesn't change fundamental company value; share count dramatically decreases.

Protagenic Therapeutics (PTIX) is executing a 1-for-14 reverse stock split effective May 5, 2025, specifically to comply with Nasdaq's minimum bid price requirement. This technical adjustment will substantially reduce the company's outstanding shares from approximately 8.24 million to 588,750, artificially boosting the share price while maintaining identical overall market capitalization.

The mechanics are straightforward: each 14 current shares will convert into 1 new share, with fractional shares rounded up to the next whole share. While the company will maintain its "PTIX" ticker symbol, it will receive a new CUSIP identifier (74365N301).

This corporate action signals that PTIX has likely been trading below Nasdaq's minimum $1 threshold for an extended period. The significant ratio (1:14) indicates substantial previous share price deterioration. While maintaining Nasdaq listing provides critical benefits including liquidity, visibility, and institutional investor access, reverse splits are typically viewed as technical maneuvers rather than solutions to fundamental business challenges.

For existing shareholders, no action is required for those holding shares in book-entry form, while certificate holders will receive exchange instructions from the transfer agent. Importantly, proportionate adjustments will be made to outstanding equity awards and options to maintain their economic value.

Measure taken to Comply with Nasdaq Rule 5550(a)(2) Regarding Minimum Bid Price

NEW YORK, NY / ACCESS Newswire / April 29, 2025 / Protagenic Therapeutics, Inc. (Nasdaq:PTIX) ("Protagenic Therapeutics" or the "Company"), a leader in biopharmaceutical innovation, today announced that the Company's Board of Directors has approved a 1-for-14 reverse stock split of the Company's issued and outstanding common stock, par value $0.0001 per share (the "Common Stock") to be effective 12:01 a.m., Eastern Time, on May 5, 2025.

The Company's Common Stock will continue to trade on the Nasdaq Capital Market LLC under the symbol "PTIX" following the reverse stock split, with a new CUSIP number of 74365N301. The Company expects its Common Stock to open for trading on a post split basis on Nasdaq as of the commencement of trading on May 5, 2025.

On April 18, 2025, the Company's stockholders approved a reverse stock split of the Company's Common Stock at a ratio ranging from 1-for-10 to 1-to-20, inclusive, with such ratio to be determined at the discretion of the Company's Board of Directors. The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for continued listing on Nasdaq.

The 1-for-14 reverse stock split will automatically result in the conversion of fourteen (14) current shares of the Company's Common Stock into one (1) new share of Common Stock. Any fraction of a share of Common Stock that would be created as a result of the reverse stock split will be rounded up to the next whole share. Holders of the Company's Common Stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from the Company's transfer agent regarding their common stock ownership post-reverse stock split.

The reverse stock split is expected to reduce the number of shares of the Company's Common Stock outstanding on or about May 5, 2025, from approximately 8,242,510 shares to approximately 588,750 shares subject to some variability as a result of the fractional upward adjustments. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company's equity incentive plans and certain existing agreements. The Common Stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of Common Stock.

Stockholders who hold shares electronically in book-entry form with Equiniti Trust Company, LLC ("Equiniti"), the Company's transfer agent, will not need to take action to receive evidence of their shares of post-reverse stock split Common Stock.

Stockholders of record holding certificates holding pre-split shares of the Company's Common Stock will receive a letter of transmittal from Equiniti with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Equiniti. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a statement from Equiniti regarding their Common Stock ownership post-reverse stock split.

Additional information about the reverse stock split can be found in the Company's proxy statement filed with the Securities and Exchange Commission (the "SEC") on March 10, 2025 which is available free of charge at the SEC's website, www.sec.gov, and on the Company's website at https://protagenic.com/investor/sec-filings/.

About Protagenic Therapeutics, Inc.:

Protagenic Therapeutics, Inc. (Nasdaq:PTIX) is committed to pioneering neuro-active peptides into therapeutics to mitigate stress-related disorders. For more information, visit www.protagenic.com.

Forward-Looking Statements: The Company's prospects are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", "projects", "should", or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company's filings with the SEC which can be found on the SEC's website at www.sec.gov.

Company Contact: Alexander K. Arrow, MD, CFA, Chief Financial Officer, Protagenic Therapeutics, Inc. 149 Fifth Ave, Suite 500, New York, NY 10010. Tel: 213-260-4342 Email: alex.arrow@protagenic.com

SOURCE: Protagenic Therapeutics, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the PTIX reverse stock split ratio and when does it take effect?

Protagenic Therapeutics (PTIX) will implement a 1-for-14 reverse stock split effective May 5, 2025, at 12:01 a.m. Eastern Time. This means every 14 current shares will convert into 1 new share.

How many PTIX shares will be outstanding after the reverse split?

After the 1-for-14 reverse stock split, PTIX's outstanding shares will reduce from approximately 8,242,510 to about 588,750 shares, subject to adjustments from fractional share rounding.

Why is PTIX doing a reverse stock split in 2025?

PTIX is conducting the reverse stock split to comply with Nasdaq's minimum bid price requirement (Rule 5550(a)(2)) for continued listing on the exchange.

What do PTIX shareholders need to do for the reverse stock split?

Shareholders holding shares in book-entry form or through brokers don't need to take action. Stockholders of record with physical certificates will receive instructions from Equiniti Trust Company on surrendering their pre-split certificates.

Will the PTIX stock symbol change after the reverse split?

No, PTIX will continue trading under the same symbol on Nasdaq, but will receive a new CUSIP number: 74365N301.