Protagenic Therapeutics and Phytanix Bio to Merge, Creating Neuroactive Biopharmaceutical Powerhouse Targeting Obesity and CNS Disorders
DENVER, Colo., May 19, 2025 (247marketnews.com)- Protagenic Therapeutics (NASDAQ:PTIX) and Phytanix Bio announced a definitive share exchange agreement to merge in an all-stock transaction, forming a new company named Phytanix, Inc. The combined entity will focus on developing neuroactive drugs for central nervous system (CNS) conditions, stress-related disorders, and metabolic diseases—bringing together a promising pipeline of six drug candidates, including a clinical-stage asset.
Diversified Pipeline with High-Impact Potential
The new Phytanix will integrate Protagenic’s CNS-focused programs with Phytanix Bio’s metabolic and cannabinoid-based assets. Highlights from the pipeline include:
- PT-00114: A peptide therapy currently in Phase I/IIa clinical development, advancing through the Biologics License Application (BLA) pathway and potentially eligible for regulatory exclusivity.
- PHYX-001: A potassium channel modulator targeting CNS disorders, with a mechanism of action similar to high-profile compounds like XEN1101 and BHV-7000.
- Cannabinoid-based compounds: Featuring novel, composition-of-matter IP with broad applications across CNS, cardiometabolic, and obesity indications—including a proprietary molecule aimed at the rapidly growing market shaped by GLP-1 agonists.
- Modified Stilbenoid assets: Preclinical molecules with demonstrated anticonvulsant activity and composition-of-matter protection.
Strategic Merger Benefits
For Protagenic shareholders, the merger offers an immediate upgrade in pipeline scale and diversity. The deal also brings in a seasoned team with GW Pharma pedigree, including team members who helped develop Sativex® and Epidiolex®. The combination enhances IP strength, development capabilities, and access to new clinical milestones anticipated over the next 18 months.
Deal Structure and Ownership
Under the terms of the agreement, Protagenic issued a mix of common and preferred shares, along with warrants, to Phytanix shareholders in exchange for all outstanding equity. Key components include:
- 117,690 shares of PTIX common stock (not exceeding 19.99% of shares outstanding pre-merger)
- 5,705 shares of Series C Preferred Stock
- 950,000 shares of Series C-1 Preferred Stock
- 20,000 shares of Series D Preferred Stock
- Warrants to purchase up to 715,493 shares of PTIX common stock
Following the transaction, Phytanix Bio shareholders will hold approximately 65% ownership of the newly combined company on a fully diluted, pre-financing basis, while legacy Protagenic shareholders will retain roughly 35%. The conversion of Preferred Shares and exercise of Warrants remains subject to Nasdaq stockholder approval.
The merger positions Phytanix, Inc. as a unique neuro-metabolic therapeutics player—poised to capitalize on the intersection of CNS innovation and the surging demand for next-generation obesity and metabolic treatments.
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