Item
1.01. Entry into a Material Definitive Agreement
On
April 26, 2021, Protagenic Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative (the “Representative”)
of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed
to issue and sell an aggregate of 3,180,000 shares (“Firm Shares”) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of 3,180,000 shares of Common
Stock (the “Firm Warrants”), to the Underwriters (the “Public Offering”). Each Firm Share will be sold
together with one Firm Warrant and will be immediately separable upon issuance. The shares of Common Stock were sold to the public
at an offering price of $4.15 per share and were purchased by the Underwriters from the Company at a price of $3.818 per share.
The Company also granted the Underwriters a 45-day option to purchase up to an additional 477,000 shares of Common Stock (the
“Option Shares”) and/or warrants to purchase an aggregate of 477,000 shares of Common Stock at the same price
(“Option Warrants”).
The shares were sold
in the Public Offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-253006) which was declared
effective on April 26, 2021 and a registration statement on Form S-1 (File No. 333-255525) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, which was declared effective immediately upon filing in order to increase the size of the Public Offering
(together, the “Registration Statement”).
Net
proceeds from the Offering were approximately $11.4 million (excluding any sale of the Option Shares), after deducting
underwriting discounts and commissions and estimated Public Offering expenses payable by the Company. The purchase and sale of
the Firm Shares, Firm Warrants, Option Warrants, and the closing of the Public Offering, occurred on
April 29, 2021.
The Underwriting Agreement contains representations,
warranties and covenants made by the Company that are customary for transactions of this type. Under the terms of the Underwriting
Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s officers
and directors and certain stockholders of the Company have entered into lock-up agreements with the Underwriters pursuant to which
each of them has agreed not to, for a period of 180 days from the effective date of the Registration Statement, offer, sell, transfer
or otherwise dispose of the Company’s securities without the prior consent of the Representative, subject to limited exceptions.
A
copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to such exhibit.