Protagenic Therapeutics, Inc. (Nasdaq: PTIX) and Phytanix Bio Inc. have finalized a definitive share exchange agreement to combine in an all-stock transaction. The newly formed entity, to be named Phytanix, Inc., will unite two complementary pipelines focused on stress-related and central nervous system (CNS) disorders, bringing together five preclinical assets and one clinical-stage candidate.
The transaction, completed on May 16, 2025, creates a diversified neuroactive biopharmaceutical company with a particular focus on obesity and metabolic disorders, areas where GLP-1 receptor agonists have recently achieved blockbuster status.
Combined Pipeline Assets
The merged company's portfolio includes six drug candidates spanning various stages of development:
- PT-00114: A Phase I/IIa peptide asset in the Biologics License Application (BLA) pathway that may qualify for regulatory data exclusivity
- PHYX-001: A potassium channel modulator with a mechanism similar to XEN1101 and BHV-7000
- Cannabinoid Assets: Multiple cannabinoid-based compounds with composition-of-matter intellectual property, including a proprietary molecule targeting obesity and metabolic dysfunction
- Modified Stilbenoid Assets: Compounds with composition-of-matter IP demonstrating anticonvulsant activity in preclinical models
"This combination aligns two pipelines with complementary assets and expertise to address unmet needs in neuropsychiatry, CNS and other disorders," said Garo H. Armen, PhD, Executive Chairman of the combined company.
Barrett Evans, President and Chief Executive Officer, added, "We look forward to uniting our teams and advancing these programs for patients and shareholders."
Strategic Rationale and Benefits
The merger provides several strategic advantages for Protagenic shareholders:
- Expanded pipeline with additional CNS programs complementing the existing stress-disorder portfolio
- Greater pipeline diversity with both clinical and preclinical assets that could reach significant milestones within 18 months
- Enhanced CNS expertise through integration of Phytanix Bio team members who previously worked on approved cannabinoid medications Sativex® and Epidiolex® at GW Pharma
- Broader patent protection with expanded composition-of-matter coverage across the pipeline
- Combined talent pool to advance development and regulatory activities
Transaction Details
Under the terms of the Exchange Agreement, Protagenic issued to Phytanix Bio stockholders an aggregate of 117,690 shares of common stock, 5,705 shares of Series C Convertible Preferred Stock, and 950,000 shares of Series C-1 Convertible Preferred Stock. Additionally, Phytanix Bio's preferred stockholders received 20,000 shares of Series D Preferred Stock and warrants to purchase up to 715,493 shares of common stock.
On a fully diluted basis, post-combination ownership will be approximately 35% for pre-combination Protagenic stockholders and approximately 65% for Phytanix Bio stockholders. The conversion of preferred stock and exercise of warrants will require stockholder approval in compliance with Nasdaq Stock Market rules.
Company Backgrounds
Protagenic Therapeutics (Nasdaq: PTIX) has been pioneering peptides for stress-related disorders, while Phytanix Bio specializes in developing medicines from cannabinoid and "cannabinoid-like" molecules. The merger combines these complementary approaches to create a more robust pipeline addressing neurological and metabolic conditions.
Market Context and Opportunity
The combined company's focus on obesity and metabolic disorders positions it to potentially compete in a rapidly growing market currently dominated by GLP-1 receptor agonists like semaglutide (Wegovy) and tirzepatide (Mounjaro/Zepbound), which have achieved multi-billion dollar sales.
The cannabinoid expertise brought by the Phytanix team, particularly from those with experience developing FDA-approved cannabinoid medications, provides a competitive advantage in navigating the regulatory landscape for these novel therapeutic approaches.
Future Outlook
The newly formed Phytanix, Inc. is expected to advance its diverse pipeline with multiple potential catalysts over the next 18 months. The company will leverage its expanded expertise in neuropsychiatry, CNS disorders, and metabolic conditions to develop innovative treatments for patients with significant unmet medical needs.
Alexander K. Arrow, MD, CFA, will serve as Chief Financial Officer of the combined entity, which will maintain its Nasdaq listing. The company has indicated that a special stockholder meeting will be held to approve the conversion of preferred stock and other matters related to the combination.
