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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
fiscal year ended: December 31, 2024

 OR

 TRANSITION
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______________ to _______________

 Commission
file number: 001-12555

 Therapeutics, Inc.

 (Exact
 name of registrant as specified in its charter)

 Delaware

 06-1390025

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 Fifth Avenue

 New
 York, New York

 10010

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (212) 994-8200

 Securities
registered under Section 12(b) of the Exchange Act:

 Title
 of each class

 Name
 of exchange on which registered

 Stock, par value $0.0001, PTIX

 Nasdaq
 Capital Market

 Stock Purchase Warrant, PTIXW

 Nasdaq
 Capital Market

 Securities
registered under Section 12(g) of the Exchange Act:

Stock, $0.0001 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes No

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes
 No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2024, based on
a closing price as reported on the Nasdaq Capital Market of $0.905 was approximately $ 4,042,876.

 As
of March 31, 2025, there were 7,525,681 shares of the registrant's common stock, par value $ 0.0001, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

THERAPEUTICS, INC.

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE YEAR ENDED DECEMBER 31, 2024

 TABLE
OF CONTENTS

 PART
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item

 Financial
 Statements and Supplementary Data

 Item

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 Item
 9C

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accountant Fees and Services

 PART
 IV

 Item

 Exhibits
 and Financial Statement Schedules

 SIGNATURES

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations,
assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which
may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of
historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our
use of words such as "may," "can," "anticipate," "assume," "should," "indicate,"
"would," "believe," "contemplate," "expect," "seek," "estimate,"
"continue," "plan," "point to," "project," "predict," "could,"
"intend," "target," "potential" and other similar words and expressions of the future. The matters
discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results
to differ materially from those projected, anticipated or implied in the forward-looking statements. As a result, you should not place
undue reliance on any forward-looking statements. Except to the limited extent required by applicable law, we undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 Risk
Factors Summary

 Below
is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address
all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor
summary, as well as other risks and uncertainties that we face, can be found under "Risk Factors" in Part I, Item 1A of this
Annual Report on Form 10-K. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties.
You should consider carefully the risks and uncertainties described under "Risk Factors" in Part I, Item 1A of this Annual
Report on Form 10-K as part of your evaluation of the risks associated with an investment in our securities.

 Risks
Related to Our Financial Condition and Capital Requirements

 The
 Company's financial statements have been prepared on a going concern basis, and do not include adjustments that might be necessary
 if the Company is unable to continue as a going concern.

 If
 we continue to incur operating losses and fail to obtain the capital necessary to fund our operations, we will be unable to advance
 our development programs, complete our clinical trials, or bring products to market, or may be forced to reduce or cease operations
 entirely. In addition, any capital obtained by us may be obtained on terms that are unfavorable to us, our investors, or both.

 Unstable
 market and economic conditions may have serious adverse consequences on our ability to raise funds, which may cause us to cease or
 delay our operations.

 Risks
Related to Clinical Development and Regulatory Approval

 Our
 results to date provide no basis for predicting whether any of our product candidates will be safe or effective, or receive regulatory
 approval.

 We
 may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely
 affect our business.

 If
 we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals
 could be delayed or prevented, which could materially affect our financial condition.

 If
 the market opportunities for our current and potential future drug candidates are smaller than we believe they are, our ability to
 generate product revenues will be adversely affected and our business may suffer.

 Risks
Related to Our Reliance on Third Parties

 We
 have no experience in sales, marketing and distribution and may have to enter into agreements with third parties to perform these
 functions, which could prevent us from successfully commercializing our product candidates.

 Data
 provided by collaborators and other parties upon which we rely have not been independently verified and could turn out to be inaccurate,
 misleading, or incomplete.

 We
 rely on third parties to conduct our non-clinical studies and our clinical trials. If these third parties do not successfully carry
 out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize our
 current product candidates or any future products, on a timely basis or at all, and our financial condition will be adversely affected.

 Risks
Related to Commercialization of Our Product Candidates

 We
 have no experience as a company in commercializing any product. If we fail to obtain commercial expertise, upon product approval
 by regulatory agencies, our product launch and revenues could be delayed.

 We
 may not be able to gain market acceptance of our product candidates, which would prevent us from becoming profitable.

 We
 may not be able to manufacture our product candidates in clinical or commercial quantities, which would prevent us from commercializing
 our product candidates.

 Disputes
 under key agreements or conflicts of interest with our scientific advisors or clinical investigators could delay or prevent development
 or commercialization of our product candidates.

 Risks
Related to Our Intellectual Property

 We
 may not be able to maintain our exclusive worldwide license to use and develop PT00114 which could materially affect our business
 plan.

 Risks
Related to Our Business Operations and Industry

 If
 we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified
 scientific, technical and business personnel, our business will suffer.

 We
 may encounter difficulties in managing our growth, which could adversely affect our operations.

 Healthcare
 reform measures could adversely affect our business.

 Our
 business and operations are vulnerable to computer system failures, cyber-attacks or deficiencies in our cyber-security, which could
 increase our expenses, divert the attention of our management and key personnel away from our business operations and adversely affect
 our results of operations.

 Failure
 to comply with health and data protection laws and regulations could lead to government enforcement actions (which could include
 civil or criminal penalties), private litigation or adverse publicity and could negatively affect our operating results and business.

 If
 we, our CROs or our IT vendors experience security or data privacy breaches or other unauthorized or improper access to, use of,
 or destruction of personal data, we may face costs, significant liabilities, harm to our brand and business disruption.

 If
 we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely
 affected.

 Risks
Associated to our Common Stock

 If
 we fail to comply with the continued minimum closing bid requirements of Nasdaq or other requirements for continued listing,
 including stockholder equity requirements, our common stock may be delisted and the price of our common stock and our ability to
 access the capital markets could be negatively impacted. On January 30, 2025, the Company participated in a Nasdaq delisting appeal
 panel, in an effort to keep its Nasdaq listing. On February 19, 2025, the Company received a hearing panel decision from Nasdaq
 (Nasdaq Listing Qualifications Hearings Docket No. NQ 7072C-25) indicating that its provisional plan for regaining compliance with
 the Nasdaq listing requirements had been accepted, and that the Company has until April 28, 2025 to demonstrate compliance with its
 minimum bid price and its shareholder equity.

 Our
 common stock is a "Penny Stock" subject to specific rules governing its sale to investors that could impact its liquidity.

 The
 market price of our common stock may be volatile, which could lead to losses by investors and costly securities litigation.

 If
 we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect
 fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

 Investors
 may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

 Our
 common stock is controlled by insiders.

 We
 do not intend to pay dividends for the foreseeable future and may never pay dividends.

 Our
 certificate of incorporation allows for our board to create new series of preferred stock without further approval by our stockholders,
 which could adversely affect the rights of the holders of our common stock.

 PART
 I

 Item
1. Business.

 Overview

Therapeutic, Inc. (together with its subsidiary, "Protagenic," the "Company," "we," "our"
or "us") are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-related
neuropsychiatric and mood disorders. Our proprietary, patent-protected, first-in-class lead compound, PT00114, is a synthetic form of
Teneurin Carboxy-terminal Associated Peptide ("TCAP"), an endogenous brain signaling peptide that can dampen overactive stress
responses. Our preclinical models have demonstrated efficacy of PT00114 in animal models of depression, anxiety, substance abuse &
addiction, and PTSD.

leverages a completely novel mechanism of action. Protagenic owns exclusive, worldwide rights to PT00114 through its license agreement
with the University of Toronto and has an exclusive right to license additional intellectual property generated by Dr. David Lovejoy's
lab at University of Toronto. Additionally, the company is engaged in the research & development of follow-on compounds in the TCAP
family. Extensive publications in peer-reviewed scientific journals underline the central role stress plays in the onset and proliferation
of neuropsychiatric disorders like depression, anxiety, substance abuse & addiction, and PTSD. The mechanism of action of TCAP suggests
that it counterbalances stress overdrive at the cellular level within the brain's stress response cascade. TCAP works to alleviate
the harmful behavioral, biochemical, and physiological effects of these disorders, while simultaneously restoring brain health. This
mechanism has been corroborated in preclinical animal models of the psychiatric disorders listed above. We completed our preclinical
experiments required for to begin a clinical trial in the first half of 2023. We commenced our first human trial, seeking to prove the
safety and efficacy of PT00114, on September 26, 2023. We announced the complete results of the single-dose portion of the Phase I trial,
on May 22, 2024. We anticipate that we will be able to announce the complete results of the multiple-dose portion of the Phase I trial
in the second quarter of 2025. We anticipate that we will be able to announce our first set of Phase II (efficacy) results in the first
quarter of 2026.

 As
Protagenic transitions into a clinical-stage company, we aim to complete certain key strategic and tactical milestones over the coming
two years;

 Rapidly
 advance our lead product candidate, PT00114, through clinical trials in treatment resistant depression, substance use disorder, generalized
 anxiety disorder, and/or post-traumatic stress disorder

 Develop
 additional product candidates from the TCAP family to build out a broad pipeline of assets with differentiated features using our
 unique expertise with this mechanism

 Explore
 efficacy in additional stress-related neuropsychiatric and mood disorders beyond initially targeted indications

 Facilitate
 long-term growth by building a nimble R&D, operational, clinical and commercial team

 Proactively
 assess strategic partnership opportunities including in important international markets

 Continue
with our strategy of strengthening our IP position in this important novel field of neuropsychiatry

 IND
Submission

 We
currently anticipate re-submitting an investigational new drug (IND) application in advance of initiating the Phase IIa portion of our
present clinical study, to ascertain whether this portion of the study may be conducted in the United States. The Phase I/IIa study,
to evaluate the safety, tolerability, and early activity of PT100114 (TCAP) in healthy volunteers and patients with psychiatric illnesses,
commenced in the third quarter of 2023. The IND enabling studies, including the preclinical efficacy data generated, as well as the GLP
toxicology study, and a summary of the Phase I clinical trial plan, were among the components of this regulatory submission.

 Clinical
Development

 The
clinical development program will be led by Dr. Maurizio Fava, MD, PhD, a world-leader in psychiatric disorders, the Psychiatrist-in-Chief
of the Massachusetts General Hospital and Slater Family Professor of Psychiatry at Harvard Medical School. Dr. Fava was co-principal
investigator of STAR*D, the largest research study ever conducted in depression, has coauthored more than 800 medical journal publications,
and is one of the top enrolling psychiatry clinicians in the US. Protagenic's Phase I/II clinical study was designed by Dr. Fava,
who will be the trial's principal investigator.

 We
will launch our clinical program with a basket trial designed first to evaluate the safety of TCAP in a small cohort of healthy volunteers,
immediately followed by the evaluation of safety, pharmacological and clinical activity in cohorts of patients with stress-related neuropsychiatric
disorders including, but not limited to depression, addiction, anxiety, and Post-Traumatic Stress Disorder (PTSD). We will be using this
study for both safety and preliminary efficacy to prioritize indications for later phase development that would ultimately support a
New Drug Application (NDA) and registration. The four indications were chosen for multiple reasons, including the mechanism of TCAP in
reducing biological stress signals, preclinical evidence of efficacy in animal models of these disorders and the high unmet need in these
patient populations, which creates significant market opportunity. We believe the basket trial structure offers the most efficient use
of capital in early-stage development and will give us insights into which indication we should focus on in advanced clinical trials.
Healthy volunteers will be the first cohort and subsequent parallel cohorts will include patients with:

 Major
 Depressive Disorder (MDD) who have suboptimal response to or poorly tolerated two prior SSRIs / SNRIs

 Generalized
 Anxiety Disorder (GAD) who have suboptimal response to or poorly tolerated two prior SSRIs /SNRIs

 Opioid
 Use Disorder (OUD) who are on treatment with Suboxone and have suboptimal response

 Post-Traumatic
 Stress Disorder (PTSD) who have suboptimal response to or intolerance of sertraline and paroxetine

 The
trial will use a classic sequential dose escalation design using cohort replication with initial doses estimated from non-clinical data.
The study will assess dose ranging through standard and small cohorts with a rules-based approach for dose, safety, efficacy, and biomarkers.
Trial participants will have a maximal 28-day exposure. As this will be the first in human study of TCAP, safety and adverse events will
be the primary endpoint. Key secondary endpoints were chosen to ascertain efficacy in individual conditions and compare drug impact across
disparate diseases. All disease cohorts will be measured for Strengths and Difficulties Questionnaire (SDQ), which is a validated broad
self-rated outcome measure that has outperformed the clinician-rated Montgomery– sberg Depression Rating Scale (MADRS) scale
in previous trials. Patients will also be assessed for stress biomarkers via pre- and post-treatment systemic cortisol levels
and skin conductance. Each disease cohort (anxiety, depression, PTSD and addiction) will also have disease specific assessments.

 Furthermore,
although patient populations and their responses to CNS agents can be highly variable in clinical studies, we attempt to mitigate this
by stratifying the initial series of cohorts to select for and control for corticosterone levels to enable the broadest window of effect
detection. Preclinical studies of TCAP demonstrate that its beneficial actions are most easily observed in stressed animals, which show
elevations of plasma corticosterone levels at baseline before TCAP treatment. Anxious or depressed patients have elevated corticosterone
levels, providing an opportunity to identify patients more likely to benefit pharmacologically and potentially clinically. This also
provides a useful translational bridge between preclinical behavioral models and human clinical studies and enables flexibility in evaluating
routes of administration.

 Market
for Stress-Related Neuropsychiatric Disorders: Depression, Addiction, Anxiety, and PTSD

 Humans
living in our modern world, in both developed and developing nations, are being exposed to a multitude of life stressors that are progressively
taking a toll on our mental health. The recent COVID-19 has exacerbated both near-term and long-term global impacts of stress-induced
disorders on modern society. Stress-related mental, mood and behavioral disorders include, but are not limited to: treatment resistant
depression (TRD), which is a subgroup of major depressive disorder (MDD); addiction or substance use disorder (SUD); and anxiety, including
generalized anxiety disorder (GAD) and post-traumatic stress disorder (PTSD). These disorders are a leading cause of disability worldwide
and also a major contributor to suicide. Yet, a majority of these patients are inadequately served by current therapeutic options, which
can have limited efficacy, significant side effects and high treatment burden. We believe these stress-related disorders are suitable
indications for the use of Protagenic Therapeutics neuropeptide-based drug candidates.

 Major
depressive disorder (MDD) is highly prevalent and disabling. The lifetime prevalence is approximately 12% with a past year prevalence
of 7.8% of adults in the United States in 2019, translating to over 19 million adults each year. The World Health Organization estimates
264 million people globally suffer from depression, which ranks depression as one of the highest causes of disability and mortality in
the world. Stress plays a significant role in this illness and affects as many as half of people diagnosed with depression. MDD is characterized
by multiple symptoms, potentially including depressed mood, loss of interest or pleasure, change in appetite or weight, sleep disturbance,
fatigue or loss of energy, neurocognitive dysfunction, psychomotor agitation or retardation, feelings of worthlessness or excessive guilt,
and suicidal ideation and behavior. MDD is highly treatment resistant, with 45-50% of patients who receive initial treatment for MDD
not achieving long term remission, generally referred to as Treatment Resistant Depression (TRD). Patients suffering with TRD are at
greater risk of hospitalization for their psychiatric illness and are more likely to abuse drugs and alcohol. These patients have a lower
long-term quality of life and are at increased risk of attempting suicide. MDD is also highly recurrent and the estimated rate of recurrence
over two years is over 40%, which rises to 75% after two episodes within five years.

 Treatment
guidelines recommend the combination of pharmacotherapy plus psychotherapy, but pharmacotherapy alone and psychotherapy alone are frequently
used. For initial pharmacotherapy with antidepressants, selective serotonin reuptake inhibitors (SSRIs) are recommended. However, several
classes of antidepressants are available, including serotonin-norepinephrine reuptake inhibitors (SNRIs), atypical antidepressants, and
serotonin modulators, with efficacy generally comparable across and within classes. Drug choice is based on multiple factors, including
side effect profile, comorbid illnesses, concurrent medications, patient preference, and cost. Physicians typically cycle through multiple
generics if the initial response is suboptimal or patients experience AEs. Efficacy of therapy is challenged by non-compliance during
the weeks to months required to achieve therapeutic benefit in combination with daily dosing requirements. However, SSRIs can produce
significant quality of life side effects that interfere with medication adherence, including sexual dysfunction, gastrointestinal nausea
and diarrhea, insomnia and weight gain. As a last resort, this disease is currently managed by invasive treatment, primarily electroconvulsive
therapy (ECT). However, the side effects and high cost prevent widespread adoption. Several drugs that have launched in recent years
validate the market for branded agents in this field, in spite of their marginal improvements in safety or efficacy.

 Generalized
anxiety disorder (GAD) is one of the most common mental disorders in both community and clinical settings. In the United States, the
estimated lifetime prevalence of GAD is 5.7%, corresponding to 18 million and 9 million individuals, respectively. GAD is characterized
by excessive and persistent worrying that causes significant distress or impairment on most days and is hard to control. Other symptoms
can include apprehensiveness, irritability, increased fatigue and muscular tension. GAD is also associated with increased rates of substance
abuse, posttraumatic stress disorder, and obsessive-compulsive disorder. GAD is a potentially chronic illness, with symptom severity
fluctuating over time. A 12-year study of treated patients showed approximately 60% of patients had symptoms resolve, but around one-half
of those subsequently relapsed.

 Pharmacotherapy
for GAD is primarily selective-serotonin reuptake inhibitors (SSRIs) and serotonin-norepinephrine reuptake inhibitors (SNRIs), which
are mildly efficacious. Clinical trials for different SSRIs and SNRIs have shown approximately the same effectiveness, with response
rates of approximately 60- 70% for the drug and 40% for placebo. However, SSRIs can produce significant quality of life side effects
that interfere with medication adherence, including sexual dysfunction, gastrointestinal nausea and diarrhea, insomnia and weight gain.
Thus, choice of agent is often dependent on the patient's side effect profile for individual drugs. Benzodiazepines are efficacious
and can reduce emotional and somatic symptoms within hours. However, concerns about dependence risk has contributed to a decline in their
use. Buspirone has similar efficacy to benzodiazepines without the risk of dependence but has a time to onset of approximately four weeks.
As the majority of these agents are now available as generics, the worldwide market for GAD therapies was expected to reach $1.8 billion
in 2023 and with an anticipated forecasted value of $4.3 billion by 2033 (

 Post-traumatic
stress disorder (PTSD) is one of the most common psychiatric disorders, with an estimated past-year and lifetime prevalence of 4.7% and
6.1%, translating to 11.5M adults in the US each year. PTSD develops in some patients following exposure to a traumatic event involving
actual or threatened injury to themselves or others, such as war, natural disasters, rape or assault. Symptoms can be severe, chronic
and disabling, which can include intrusive thoughts, nightmares and flashbacks of past traumatic events, avoidance of reminders of trauma,
hypervigilance, and sleep disturbance, all of which lead to significant occupational and social impairment. Currently, PTSD is treated
with psychotherapy and/or pharmacotherapy, with psychotherapy as the recommended primary intervention. Logistics and cost often limit
access to psychotherapy, which results in many patients needing to rely on pharmacotherapy. Guidelines for pharmacotherapy recommend
first-line treatment with sertraline and paroxetine, selective serotonin reuptake inhibitors (SSRI) antidepressants, as these are the
only approved medications for PTSD. However, these only treat one aspect of symptomology and efficacy is limited, with fewer than 30%
of patients experiencing remission. The side effect profile of these agents results in significant rates of discontinuation, particularly
the severe effects such as suicidality and sexual dysfunction. Serotonin-norepinephrine reuptake inhibitors (SNRI) and second-generation
antipsychotics are used off-label in some patients, but efficacy is sporadic, and side-effects can make these undesirable therapeutic
options. As all of these options are currently generic, branded commercial sales for PTSD is almost non-existent. Given the size of the
potential addressable population and limited therapeutic options available, a therapy with a superior therapeutic index could achieve
significant market penetration and sales.

 Substance
use disorders (SUDs) are highly prevalent. According to the 2020 National Survey on Drug Use and Health (NSDUH), 40.3 million Americans,
aged 12 or older, had a substance use disorder (SUD) in the past year. The majority of SUDs involve alcohol use disorder (14 million),
followed by illicit drug use disorder (8 million). Illicit drug use and nonmedical use of medications alone or in combination with alcohol
are associated with a substantial proportion of emergency department visits in the United States. Pharmacologic options to treat SUDs
typically have limited efficacy, high treatment burden, with suboptimal side-effect profiles, ultimately leading to limited uptake and
high remaining unmet medical need. 40- 60% of patients who receive SUD care experience chronic or relapsing disease course.

 The
incidence of opioid use disorder (OUD) and overdose deaths have reached epidemic proportions. Opioid use disorder is typically a chronic,
relapsing illness, associated with significantly increased rates of morbidity and mortality. Opioid use disorder can be related to misuse
of pharmaceutical opioids, heroin, or other opioids such as fentanyl and its analogues. In 2021, 3.3% of those 12 or older in the US
were estimated to have used heroin at some point in their lives, translating 9.2 million people (
Worldwide, an estimated 60 million people engaged in non-medical opioid use in 2021 (
 Correspondingly, overdose deaths involving opioids in the US increased
from an estimated 70,029 in 2020 to 80,816 in 2021, representing a 15% increase.

 Unmet
needs are particularly high in OUD. First-line treatment for most patients is medication-assisted treatment, consisting of pharmacotherapy
with an opioid agonist or antagonist in combination with psychotherapy. Pharmacotherapy can include an opioid agonist (methadone or buprenorphine)
and/or an opioid antagonist (e.g. naltrexone). Guidelines for mild opioid use disorder suggest first-line treatment with long-acting
injectable naltrexone (e.g. Vivitrol) administered monthly. Guidelines for moderate to severe opioid use disorder suggest initial use
of buprenorphine (e.g. Suboxone) due to the higher risk of lethal overdose with methadone. Treatment can allow patients to return to
a productive lifestyle but has low success rates and can be extremely burdensome. These therapies require patients remain on maintenance
treatment with an opioid agonist for many years as they are physically dependent upon the medications. A minority may be tapered off
after a few years, with the taper itself taking several months to years.

 The
worldwide market for OUD therapies was valued at $3.5 billion in 2023 (  ~:text=It%20is%20distributed%20by%20hospital,and%20stores%2C%20and%20online%20pharmacies.&text=The%20opioid%20use%20disorder%20(OUD)%20market%20size%20has%20grown%20rapidly,(CAGR)%20of%2011.3%25.
) and projected to reach $8.4 billion by 2033 (

 The
treatment burden and side effect profile of these therapies is substantial. Buprenorphine is classified as a schedule III controlled
substance in the United States, with use limited to certified and specially trained physicians. Side effects include sedation, headache,
nausea, constipation, insomnia, and sweating. Death is possible if buprenorphine is taken in combination with other substances, especially
benzodiazepines and alcohol. Methadone is highly regulated in the United States, where it is classified as a schedule II drug. Only licensed
opioid treatment programs or inpatient hospital units are permitted to dispense. Typical side effects of methadone include constipation,
drowsiness, sweating, peripheral edema, reduced libido, and erectile dysfunction, with some patients experiencing severe adverse effects
including cardiac arrhythmias, hyperalgesia, and overdose.

 Alcohol
use disorder (AUD) is extraordinarily prevalent. Approximately 30% of adults in the United States use alcohol in an unhealthy manner
and may need some form of intervention. The 2019 United States National Survey on Drug Use and Health estimated that of Americans over
the age of 12 in the past 30 days, 24% reported binge drinking (five or more drinks on one occasion) and 6% reported heavy drinking (five
or more drinks on each of five or more days). The National Institute on Alcohol Abuse and Alcoholism (NIAAA) reports 28% of US adults
exceed thresholds for risky use alcohol consumption, with 19% exceeding the daily limit and 9% exceeding both the daily and weekly limits.
Rates of diagnosable AUD by DSM-5 criteria from the third National Epidemiologic Survey on Alcohol and Related Conditions showed that
29% had met criteria for an alcohol use disorder in their lifetime and 14% met criteria for a current alcohol use disorder. Worldwide,
the World Health Organization estimates that 5% of adults (>283 million people) had alcohol use disorder within the prior 12 months.

 AUD
is responsible for significant mortality and morbidity. Excessive alcohol consumption is the third leading preventable cause of death
in the United States directly causing approximately 85,000 deaths per year, roughly 10% of deaths among working age adults. Nearly 5%
of all deaths worldwide (approximately three million each year) have been attributed to alcohol use with 5% of those specifically due
to AUD. The economic cost of excessive alcohol use in the United States is estimated to be $249 billion in 2010 1 by the CDC.
Therapeutic unmet needs are significant for AUD and the condition is frequently untreated. Psychosocial interventions can be effective
for treatment but up to 70% of individuals return to heavy drinking. For patients who met DSM-IV criteria for alcohol abuse, 46% were
in remission, 24% continued to meet abuse criteria, and 30% met criteria for alcohol dependence in the future. For patients who met DSM-IV
criteria for alcohol dependence, 39% were in remission, 15% met criteria for abuse only, and 46% continued to meet dependence criteria.

 Several
medications can be used to treat AUD, which can lead to reduced heavy drinking and increased days of abstinence. For most patients treated
with moderate to severe alcohol use disorder, guidelines recommend first-line treatment with naltrexone (e.g. Vivitrol), an opioid antagonist.
Vivitrol is an extended-release injectable naltrexone that allows for once monthly dosing that was approved in 2006. Vivitrol is priced
at $~1,738/month (  and 2023 worldwide sales have grown to $400.4 million (
The manufacturer projects Vivitrol sales will increase to $410 – 430 million in 2024 (
with patent expiry in 2029 (  Acamprosate
(e.g. Campral) is recommended for those in whom naltrexone is contraindicated, such as those taking opioids or with acute hepatitis.
Campral (Acamprosate) was approved by the FDA in 2004 and reached peak worldwide sales of $87M in 2008. Acamprosate is currently only
available as generic in the US, but is still sold as branded Campral ex-US. Given the overall prevalence of AUD, these relatively low
sales numbers indicate the vast majority of patients with AUD are not treated with pharmacotherapy.

 Teneurin
Carboxy-terminal Associated Peptide (TCAP) as a Therapy

 Our
approach to treating stress-related neuropsychiatric and mood disorders is based on research into brain mechanisms conducted over the
last 15 years in the laboratory of the company's scientific founder, Dr. David Lovejoy, from the University of Toronto. TCAP was
discovered in a genome-wide search for proteins related to corticotropin releasing factor (CRF), an endogenous brain peptide known to
be the central mechanism coupling external stress to psychological, behavioral, and endocrine responses. Dr. Lovejoy and his colleagues
discovered and characterized Teneurin Carboxy-terminal Associated Peptide (TCAP); their further work revealed that TCAP is of ancient
evolutionary origin and plays a central role in maintaining healthy brain structure and function in the face of the negative effects
of stress. Although four TCAP peptides were discovered, only TCAP-1 is expressed independent of a larger Teneurin protein and is the
primary focus of our development (PT00114).

 As of March 2023, these are the most recent data released by the CDC.

 TCAP
reverses the impact of stress on the Hypothalamic-Pituitary-Adrenal (HPA) axis, the endocrine and behavioral control system which connects
environmental stress to behavioral responses via brain levels of Corticotropin Releasing Factor (CRF) and blood levels of the stress
hormone cortisol. Stress elevates CRF, which in turn elevates cortisol levels. Studies have demonstrated that TCAP counteracts the effects
of either endogenous or pharmacologically-administered CRF via a non-CRF receptor pathway in the brain, that is believed to be evolved
over millions of years as a homeostasis-related pathway. There has been strong interest in the pharmaceutical industry for decades to
develop drug candidates that block the negative effects of CRF by attempting to directly antagonize the CRF receptor, however clinical
results to date with prior CRF receptor antagonists have been disappointing. Because TCAP counteracts the action of CRF by activating
separate receptors instead of directly blocking CRF receptors, we believe it is a superior approach to alleviating stress-related neuropsychiatric
disorders; TCAP-1 acts by binding to Latrophilin-1 and Latrophilin-3, G-protein-coupled receptors (GPCRs) expressed on nerve cells in
the extended amygdala, the region of the brain involved in memory, emotion, and fear. TCAP acts through these receptors to block the
effects of CRF and potentially other stress mediators such as Arginine-Vasopressin (AVP). Due to differences in the mechanism of action,
TCAP is expected to be efficacious in clinical settings in which earlier studies with CRF receptor antagonists were not. We believe this
novel mechanism of action can provide an attractive therapeutic profile for patients who are not fully responsive to currently available
therapies.

 Two
key effects of TCAP may contribute to its pharmacological activity in reversing or preventing stress-induced behavioral distortions.
In settings of stress and depression, the activity of specific neural circuits can be diminished compared to the levels of activity observed
in healthy brain tissue. After administration, TCAP crosses the blood brain barrier and concentrates in regions of the brain associated
with the regulation of mood disorders. Administered TCAP can lead to increases in activity in some of the neuronal circuitry implicated
in depression, demonstrated by increases in the utilization of glucose, a surrogate for cell activity. The fact that the pharmacological
effects of TCAP persist after the drug has been cleared aligns with findings that TCAP applied to neurons in culture stabilizes dendritic
spines, structures that sprout from the surface of neurons and can form synapses with other neurons to create functional circuitry. Stress
and the associated rise in CRF have been reported to cause loss of synapses in animal models. The fact that the pharmacological actions
of TCAP persist for weeks are consistent with its producing lasting changes in neuronal function by changing patterns of gene expression
and thus creating relatively stable changes in neuronal function. In a number of these models, a single subcutaneous dose of TCAP will
prevent the behavioral consequences of stress encountered three weeks later. This is especially notable since the administered dose of
TCAP is eliminated from the plasma within hours of administration.

 Our
lead compound is a 41-residue peptide synthetic TCAP-1, which we have designated PT00114. In addition, we have a portfolio of earlier
stage neuropeptides targeting the TCAP pathway that are in preclinical evaluation. The initial dosage form is intended as a subcutaneous
injection but is also amenable to other routes of administration including sublingually or intra-nasally. This affords a range of target
product profiles and opportunities for lifecycle management.

 While
many of the initial studies of TCAP had been generated in the lab of Dr. David Lovejoy, we have designed several preclinical studies
over the last four years to validate the safety and efficacy of PT00114, for which we hired multiple independent contract research organizations
(CROs) to conduct these studies. In preclinical rodent models, administration of PT00114 results in reproducible, dose-dependent reversal
of a range of stress-induced behavioral distortions, including depression, stress-exacerbated anxiety, excessive startle, drug seeking,
and opioid withdrawal. Stress-induced anxiety was measured by an elevated plus maze, an open field with stressed animals, and acoustic
startle in CRF-treated animals. Depression was measured by tail suspension and forced swim. Stress-induced changes in tube-restrained
rodents were used as a well-validated model for sub-acute stress. Notably, PT00114 was found to be pharmacologically active in stressed
rodents but relatively inactive in non-stressed rodents.

 In
studies conducted with Charles River Laboratories in Kuopio, Finland, PT00114 showed beneficial effects in Chronic Social Defeat, a murine
model of stress-induced behavioral dysfunction that has features of depression. In this model, male mice are placed in cages along with
older, dominant male mice. This results in progressively more "resigned" behaviors in the mice experiencing this domineering
exposure. This results in a series of behaviors in the cowed mice, termed Chronic Social Defeat. PT00114 reverses many of the component
behaviors typically measured in this model, suggesting that it reverses the negative effects of stress in the "defeated"
animals.

demonstrated efficacy in a variable chronic stress model that has features of anxiety and PTSD. In an open field assessment, mice or
rats are stressed by being placed in a tube for several hours, then placed in an open box where their movement is observed for 20 minutes.
Control animals exhibit stress response behavior by not moving around much and staying near the edges of the box. Animal receiving PT00114
at the end of the stress condition moved around the open field. Animals receiving multiple administrations of a control small molecule
CRH antagonist did not venture into the open field, indicating they were stressed. These results are also reflected in blood cortisol
levels, where control mice had increased cortisol levels, which were reduced by treatment with PT00114, but not by the small molecule
CRF antagonist.

 Stress
plays a central role in a broad range of addictions, including alcohol and opioids. The ability of PT00114 to blunt excessive stress
may be able to provide non-dependence forming treatment of addictions. A series of studies conducted at Porsolt Laboratories in Lavel
France support the potential utility of PT00114 as a treatment to help people defeat opioid addiction. In rats addicted to opioids, administering
CRF models environmental stress, causing them to frantically seek opioids. PT00114 reduces the opioid seeking behavior in response to
CRF administration. Further studies conducted by Porsolt following EMEA guidelines demonstrated that on its own, PT00114 was not addictive
and rats did not develop dependence to the peptide after chronic administration.

has also demonstrated pre-clinical efficacy in a murine model of opioid withdrawal called the Saleens test. In this test, mice are addicted
to opioids and the animals are then administered the opioid antagonist naloxone, which immediately blocks opioid action and triggers
profound stress and opioid withdrawal. This manifests as a behavioral stress response with the mice jumping up to six inches into the
air over 70 times in a 20-minute observation period. Administering PT00114 at three different time points within the experiment –
before the naloxone-driven withdrawal, before the period of opioid addiction, or up to three weeks before the induced withdrawal –
results in a reproducible, dose-dependent restoration to non-stressed behavior and reduced jumping. Significantly, this is not accompanied
by any evidence of sedation or reduced activity. This effect appears independent of the opioid used as PT00114 ameliorates this withdrawal-triggered
jumping stress behavior in mice experiencing withdrawal from both fentanyl and morphine.

 Preclinical
Safety and Toxicology

 Preclinical
safety data for PT00114 demonstrates a robust profile in both rats and non-human primates. As the mechanism is unique and TCAP is a part
of healthy brain signaling, we believe PT00114 will have a differentiated side effect profile relative to existing antidepressant and
antipsychotic agents. A key aspect of the TCAP mechanism is that it does not completely block the perception of and responses to stress;
it rather protects against stress overload. Some perception of environmental stress and a proportionate response to that stress is adaptive
behavior and it is not desirable to completely block stress responses. Unlike benzodiazepines that can cause sedation and are prone to
dependence, TCAP prevents the maladaptive response to environmental stress without sedation and without developing dependence.

 We
have completed non-GLP Dose-Range-Finding (DRF) toxicology studies of PT00114 administered subcutaneously daily for five days in rats
and non-human primates. The doses tested were substantially above the anticipated clinical doses and were well tolerated and safe, with
no dose-limiting toxicities observed at doses at least 50-fold higher than anticipated clinical exposures. No major changes in hematology
or clinical chemistries were seen, including prolactin levels or testosterone levels, changes in which may impact libido. Distinct from
SSRI's, there was no impact on ambulation, sedation or weight gain. Importantly, further studies conducted following EMEA guidelines,
demonstrated that on its own PT00114 was not addictive and rats did not develop dependence to the peptide after chronic administration.
The in life 28-day GLP toxicology testing in both the rats and non-human primate have been completed. There have been no changes in clinical
chemistries or pathology that would prompt a stop in the program and the therapeutic margin if large. The final audited reports are currently
being compiled.

 Process
Development and Manufacturing

 We
currently do not own any manufacturing facilities and rely on 3 rd party contract manufacturers for synthesis of PT00114. We
have sufficient PT00114 synthesized under current Good Manufacturing Practices ("cGMP") conditions to complete GLP toxicology
studies and Phase 1 human clinical trials. This material is currently undergoing requisite stability and accelerated stability testing.
PT00114 is highly soluble and has shown excellent preliminary stability in several storage conditions, with the material being stable
for at least 12 months.

 The
initial dosage form developed will be a subcutaneous injection. Because PT00114 is also amenable to other routes of administration including
sublingually or intra-nasally, we will be doing preliminary process work to develop these formulations, and anticipate using one of these
dosage forms in later stage clinical studies.

 Technology
License Agreement

 On
July 31, 2005, the Company had entered into a Technology License Agreement ("License Agreement") with the University of Toronto
(the "University" or "UT") pursuant to which the University agreed to license to the Company patent rights and
other intellectual property, among other things (the "Technologies"). The Technology License Agreement was amended on February
18, 2015. Unless earlier terminated, the term of this License Agreement shall terminate on the expiration or invalidity of the last issued
Patent in the License Agreement

to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import
products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment.
In consideration, the Company agreed to pay to the University a royalty payment of 2.5% of net sales of any product based on the Technologies.
If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University
10% of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee,
2.5% of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the year ended
December 31, 2024 and therefore was not subject to paying any royalties.

 In
the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable
commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive
license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3% per annum.
All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors
and/or Dr. David Lovejoy at the University, and/or the University, as the case may be. The Company has agreed to pay all out-of-pocket
filing, prosecution and maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement
upon any patents relating to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement.
In such a case, after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5% royalty
payment owed to the University under the License Agreement and amendment.

 The
patent applications were made in the name of Dr. Lovejoy and other inventors, but the Company's exclusive, worldwide rights to
such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive
licensing agreements and it currently controls the six intellectual patent properties.

 Sales
and Marketing

 We
currently have no sales, marketing or distribution capabilities. In order to commercially market PT00114 and any product candidates we
develop in the future, we would either need to develop an internal sales team and marketing department or collaborate with third parties
who have sales and marketing capabilities. As we commenced clinical trials in the third quarter of 2023, we expect to seek a Market Access
expert or consultancy to better understand clinician and payor dynamics in the therapeutic areas we are focused on, so that, as we begin
later stage studies, we are working on a deeper commercial assessment in parallel. We have done some high-level benchmarking of pricing
based on the current landscape of approved and available therapies for psychiatric disorders we are targeting, both in the generics and
on-patent realms.

 Competition

 The
pharmaceutical and biotechnology industries are highly competitive and characterized by rapidly evolving technology and intense research
and development efforts. We expect to compete with companies, including major international pharmaceutical companies and other institutions
that have substantially greater financial, research and development, marketing and sales capabilities and have substantially greater
experience in undertaking preclinical and clinical testing of products, obtaining regulatory approvals and marketing and selling biopharmaceutical
products. We will face competition based on, among other things, product efficacy and safety, the timing and scope of regulatory approvals,
product ease of use and price.

 Despite
a large patient population and current treatments that leave much room for improvement, the developmental pipelines are sparse and few
novel candidates are in development. The serendipitous discoveries of current drug classes, side effects and lack of efficacy have led
to shrinkage or extinction of many pharma or small biotech neuroscience research programs.

 Set
forth below is a discussion of competitive factors for each of the current drug classes commercially available for TRD, and the competitive
advantages that we believe PT00114 may offer. The basis for our beliefs regarding the competitive advantages that PT00114 may offer over
its competitors is our own pre-clinical animal studies. We acknowledge that these beliefs and conclusions about competitive advantages
must be regarded as theoretical until such time as we have human clinical data that supports and re-affirms the results seen in the pre-clinical
animal studies.

 Opioid
receptor modulators

 Opioid
receptor modulators have the potential to be therapeutic drugs for TRD but have a high likelihood of abuse and thus regulatory restrictions.
We believe that our competitive advantage is that PT00114 targets a different receptor system therefore it is not likely to have a clinical
overlap with opioid receptor modulators.

 Atypical
Antipsychotics with antidepressant effects (dopamine receptor modulators)

 Brexpiprazole
(Rexulti from Otsuka) is a dopamine (D2 receptor) partial stimulator (agonist) approved as an oral adjunctive TRD therapy. Its side effects
include suicidal risk, weight gain and restlessness. Cariprazine (Vraylar from AbbVie) is an oral dopamine D2 and D3 receptor antagonist
approved for schizophrenia and bipolar disorder in development for TRD. The most common side effects reported were extrapyramidal symptoms,
the urge to move (akathisia), indigestion (dyspepsia), vomiting, drowsiness (somnolence) and restlessness. We believe that our competitive
advantage is that PT00114, due to its low toxicity profile, will be clinically preferable to these antipsychotic drugs.

 Ketamine
and Esketamine

 Ketamine
and Esketamine (Spratavo nasal spray from Johnson & Johnson) the S(+) enantiomer of the drug ketamine act primarily as a non-competitive
NMDA receptor antagonist, but is also a dopamine reuptake inhibitor. Although ketamine is used off-label and Esketamine was recently
approved for TRD, limitations and concerns around use limit uptake in a broader population. We believe that our competitive advantage
is that the toxicity profile is likely to be less favorable when compared with PT00114.

 GABA
receptor modulators

 GABA
receptors, when bound by inhibitory neurotransmitters found throughout the brain, act as a brake on nerve activity. Sage Therapeutics
is developing multiple compounds that target this mechanism and more candidates are expected to come from this therapeutic class that
may present a competitive challenge for PT00114.

 NMDA
receptor modulators

 The
N-methyl-D-aspartate (or "NMDA") receptor is a molecule that appears on the surface of neurons. When "activated"
by a drug that binds with it, the NMDA receptor is a potential natural way to counteract TRD. More candidates are expected to come from
this therapeutic class that may present a competitive challenge for PT00114.

 PT00114's
Competitive Advantages

 Our
preclinical data and the corroborated mechanism of action of PT00114 indicates its advantages as compared to current approved therapies:

 has a rapid onset of action in animal anxiety and depression models as compared with other TRD drugs

 PT00114's
 effects are long-lasting and potent (single 1-10 nmole/kg dose lasts up to one week for glucose/insulin blood-based biomarkers)

 is rapidly cleared (its "half-life" is 5-10min if given intravenously (IV), 20-30 minutes if given subcutaneously (SC)

 naturally crosses the blood brain barrier

 is an L-isomer, a naturally modified peptide, therefore liver toxicities typically associated with other psychiatric therapies are
 not anticipated

 is stable when lyophilized form, making it delivery in an oral or nasal formulation feasible

 will be manufactured by standard solid phase chemistry, which is less expensive than manufacturing processes required by other TRD
 drugs

 Studies
 have demonstrated that the compound does not caused dependency following multiple administrations

 Intellectual
Property

 We
believe that patents, trademarks, copyrights and other proprietary rights are important to our business. We also rely on trade secrets,
know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. We seek
to protect our intellectual property rights by a variety of means, including obtaining patents, maintaining trade secrets and proprietary
know-how, and technological innovation to operate without infringing on the proprietary rights of others and to prevent others from infringing
on our proprietary rights. Our policy is to seek to protect our proprietary position by, among other methods, actively seeking patent
protection in the United States and foreign countries.

 As
of December 31, 2024, we have four patents issued by the Governments of the United States, Canada, and European Union (validated in Germany,
France and Great Britain) on our original platform technology, all of which have expired aside from the one granted in the United States.
The patent applications were made in the name of Dr. David A. Lovejoy and inventors, but the Company's exclusive, worldwide rights
to such patent applications are included in the License Agreement with UT. We have eight further issued patents and five pending patent
applications in related technology that the company has rights in or own.

 Our
success will depend in part on our ability to maintain our proprietary position through effective patent claims and their enforcement
against our competitors. Although we believe our patent applications provide a competitive advantage, the patent positions of companies
like ours are generally uncertain and involve complex legal and factual questions. We do not know whether any of our patent applications
will result in the issuance of any patents. Those patents that may be issued in the future or those acquired by us may be challenged,
invalidated or circumvented, and the rights granted under any issued patent may not provide us with proprietary protection or competitive
advantages against competitors with similar technology. In particular, we do not know if competitors will be able to design variations
on our treatment methods to circumvent our current and anticipated patent claims. Furthermore, competitors may independently develop
similar technologies or duplicate any technology developed by us. Because of the extensive time required for the development, testing
and regulatory review of a potential product, it is possible that, before any of our products can be commercialized or marketed, any
related patent claim may expire or remain in force for only a short period following commercialization, thereby reducing the advantage
of the patent.

 We
also rely upon trade secrets, confidentiality agreements, proprietary know-how and continuing technological innovation to remain competitive,
especially where we do not believe patent protection is appropriate or obtainable. We continue to seek ways to protect our proprietary
technology and trade secrets, including entering into confidentiality or license agreements with our employees and consultants, and controlling
access to and distribution of our technologies and other proprietary information. While we use these and other reasonable security measures
to protect our trade secrets, our employees or consultants may unintentionally or willfully disclose our proprietary information to competitors.

 Our
commercial success will depend in part on our ability to operate without infringing upon the patents and proprietary rights of third
parties. It is uncertain whether the issuance of any third-party patents would require us to alter our products or technology, obtain
licenses or cease certain activities. Our failure to obtain a license to technology that we may require to discover, develop or commercialize
our future products may have a material adverse impact on us. One or more third-party patents or patent applications may conflict with
patent applications to which we have rights. Any such conflict may substantially reduce the coverage of any rights that may issue from
the patent applications to which we have rights. If third parties prepare and file patent applications in the United States that also
claim technology to which we have rights, we may have to participate in interference proceedings in the USPTO to determine priority of
invention.

 We
may collaborate in the future with other entities on research, development and commercialization activities. Disputes may arise about
inventorship and corresponding rights in know-how and inventions resulting from the joint creation or use of intellectual property by
us and our subsidiaries, collaborators, partners, licensors and consultants. As a result, we may not be able to maintain our proprietary
position.

 As
of December 31, 2024, we own or have rights in the following intellectual property:

 TENEURIN
 C-TERMINAL ASSOCIATED PEPTIDES (TCAP) AND METHODS AND USES THEREOF*

 FILED

 11/01/2004

 10/510,959

 01/03/2012

 8,088,889

 A
 METHOD FOR REGULATING NEURITE GROWTH*

 FILED

 06/19/2012
 (Continuation)

 13/527,414

 08/01/2017

 9,718,857

 A
 METHOD FOR MODULATING INSULIN-INDEPENDENT GLUCOSE TRANSPORT USING TENEURIN C-TERMINAL ASSOCIATED PEPTIDE (TCAP)*

 FILED

 CANADA

 07/21/2015

 2,955,410

 02/20/2024

 2,955,410

 GREAT BRITAIN

 07/21/2015

 1702638.6

 07/21/2020

 2543996

 07/21/2015
 (PCT)/ 01/17/2017(371c)

 15/326,735

 04/14/2020

 10,617,736

 COMPOSITIONS,
 METHODS AND USES FOR ENHANCING MUSCLE FUNCTION*

 FILED

 US

 09/26/2017(PCT)
 / 03/25/2019(371c)

 16/336,334

 09/20/2022

 11,446,355

 CA

 09/26/2017

 3,038,169

 COMPOSITIONS,
 METHODS AND USES FOR TREATING POST-TRAUMATIC STRESS DISORDER *

 FILED

 10/12/2018(PCT)
 /04/10/2020(371c)

 11,426,444

 08/30/2022

 11,426,444

 CANADA

 04/14/2020

 3,079,724

 COMPOSITIONS,
 METHODS AND USES OF A TENEURIN C-TERMINAL ASSOCIATED PEPTIDE-1 (TCAP-1) FOR TREATING OPIOID ADDICTION

 FILED

 CANADA

 3/13/2019

 3,093,841

 3/13/2019(PCT)
 / 9/11/2010 (371c)

 16/980,176

 EUROPE(UPC + Switzerland, Spain, Great Britain
 and Ireland)

 3/13/2019

 19712494.4

 02-08-2023

 3765056

 HONG KONG (Extended EP Application. Registration
 for Grant filed Feb. 1, 2024))

 3/13/2019

 62021035260.0

 In
the future we may file additional patent applications based on proprietary formulations and novel compounds in the TCAP family.

 Properties

 The
Company does not currently own any real property. The Company leases office space for its principal executive office located at 149 Fifth
Avenue, Suite 500, New York, New York 10010.

 Legal
Proceedings

 From
time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions,
administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably
be expected to have a material adverse effect on our business and financial condition.

 Subsidiary

 PTI
Canada was incorporated in 2006 in the Province on Ontario, Canada. PTI Canada is a wholly-owned subsidiary of Protagenic. It provides
operational support and assistance for the implementation of corporate and operational activities conducted in Canada. It also oversees
and supports research and development activities conducted under auspices of UT. PTI Canada has three directors: Garo H. Armen (Chairman),
Alexander K. Arrow and Vigen Nazarian. PTI Canada also has one part-time consultant, Robert Ziroyan. PTI Canada also benefits through
tax incentive programs provided by the governments of Canada and the Province of Ontario. We derived credits from Canadian research and
development tax credits for the years ended December 31, 2024 and 2023 of $0 and $0, respectively.

 Employees

 We
currently have one full time and two part-time employees. We also engage consultants and temporary employees from time to time to provide
services that relate to our research and development activities as well as for general administrative and accounting services. We believe
that our current personnel are capable of meeting our operating requirements in the near term. We expect that as our business grows we
may hire additional personnel to handle the increased demands on our operations, preclinical and clinical activities.

 Corporate
and Available Information

 Our
principal offices are located at 149 Fifth Avenue, New York, New York 10010. Our web address is www.protagenic.com.

 We
make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended,
as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission, or
SEC. In addition, you may read and copy any materials we file with the SEC at its Public Reference Room at 100 F Street, NE, Washington,
DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov that contains reports, proxy
and information statements, and other information that we file electronically with the SEC. All statements made in any of our securities
filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included,
and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

 Item
1A. Risk Factors.

 An
investment in our common stock is speculative and illiquid and involves a high degree of risk including the risk of a loss of your entire
investment. You should carefully consider the risks and uncertainties described below and the other information contained in this report
before purchasing shares of our common stock. The risks set forth below are not the only ones facing us. Additional risks and uncertainties
may exist that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize,
our business, financial condition, prospects and/or operations could suffer. In such event, the value of our common stock could decline,
and you could lose all or a substantial portion of the money that you pay for our common stock.

 Risks
Related to Our Financial Condition and Capital Requirements

 The
Company's financial statements have been prepared on a going concern basis, and do not include adjustments that might be necessary
if the Company is unable to continue as a going concern.

 The
Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024, the Company had incurred significant
operating losses since inception, and continues to generate losses from operations, and has an accumulated deficit of $36,350,247. Based
on its cash resources as of December 31, 2024, the Company has sufficient resources to fund its operations until the end of the third
quarter of 2025. The consolidated financial statements included in this report do not include any adjustments relating to the recoverability
and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.

 We
have a history of losses and expect that losses may continue in the future.

 We
have generated net losses since we began operations, including $5,525,344 and $5,000,497 for the years ended December 31, 2024 and December
31, 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $36,303,216. We have no approved products and have
generated no product revenue. We expect that product development, preclinical and clinical programs will increase losses significantly
over the next five years. In order to achieve profitability, we will need to generate significant revenue. We cannot be certain that
we will generate sufficient revenue to achieve profitability. We anticipate that we will continue to generate operating losses and negative
cash flow from operations and our current cash position is sufficient to fund our current business plan until the third quarter of 2025.
We cannot be certain that we will ever achieve, or if achieved, maintain profitability. If our revenue grows at a slower rate than we
anticipate or if our product development, marketing and operating expenses exceed our expectations or cannot be adjusted accordingly,
our business, results of operation and financial condition will be materially adversely affected, and we may be unable to continue operations.

 We
will not be able to generate product revenue unless and until one of our product candidates successfully completes clinical trials and
receives regulatory approval. As our most advanced product candidates are at an early proof-of-concept stage, we do not expect to receive
revenue from any product candidate for the foreseeable future. We may seek to obtain revenue from collaboration or licensing agreements
with third parties. We currently have no such agreements which will provide us with material, ongoing future revenue and we may never
enter into any such agreements. Even if we eventually generate revenues, we may never be profitable, and if we do achieve profitability,
we may not be able to sustain or increase profitability on a quarterly or annual basis.

 We
need to obtain financing in order to continue our operations.

 On
a prospective basis, we will require both short-term financing for operations and long-term capital to fund our expected growth. We have
no existing bank lines of credit and have not established any definitive sources for additional financing. Additional financing may not
be available to us, or if available, then it may not be available upon terms and conditions acceptable to us. If adequate funds are not
available, then we may be required to delay, reduce or eliminate product development or clinical programs. Our inability to take advantage
of opportunities in the industry because of capital constraints may have a material adverse effect on our business and our prospects.
If we fail to obtain the capital necessary to fund our operations, we will be unable to advance our development programs and complete
our clinical trials.

 In
addition, our research and development expenses could exceed our current expectations. This could occur for many reasons, including:

 some
 or all of our product candidates fail in clinical or preclinical studies and we are forced to seek additional product candidates;

 our
 product candidates require more extensive clinical or preclinical testing than we currently expect;

 we
 advance more of our product candidates than expected into costly later stage clinical trials;

 we
 advance more preclinical product candidates than expected into early stage clinical trials;

 we
 are required, or consider it advisable, to acquire or license rights from one or more third parties; or

 we
 determine to acquire or license rights to additional product candidates or new technologies.

 While
we expect to seek additional funding through public or private financings, we may not be able to obtain financing on acceptable terms,
or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We
may also seek additional funds through arrangements with collaborators or other third parties. These arrangements would generally require
us to relinquish rights to some of our technologies, product candidates or products, and we may not be able to enter into such agreements,
on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate
some or all of our development programs, including some or all of our product candidates.

 If
we continue to incur operating losses and fail to obtain the capital necessary to fund our operations, we will be unable to advance our
development programs, complete our clinical trials, or bring products to market, or may be forced to reduce or cease operations entirely.
In addition, any capital obtained by us may be obtained on terms that are unfavorable to us, our investors, or both.

 Developing
a new drug and conducting clinical trials and the regulatory review processes involves substantial costs. We have projected cash requirements
for the near term based on a variety of assumptions, but some or all of such assumptions are likely to be incorrect and/or incomplete,
possibly materially in an adverse direction. Our actual cash needs may deviate materially from those projections, changes in market conditions
or other factors may increase our cash requirements, or we may not be successful even in raising the amount of cash we currently project
will be required for the near term. We will need to raise additional capital in the future; the amount of additional capital needed will
vary as a result of a number of factors, including without limitation the following:

 receiving
 less funding than we require;

 than expected costs to manufacture our product candidates;

 than expected costs for preclinical testing;

 an
 increase in the number, size, duration, and/or complexity of our clinical trials;

 slower
 than expected progress in developing PT00114, or other product candidates, including without limitation, additional costs caused
 by program delays;

 than expected costs associated with attempting to obtain regulatory approvals, including without limitation additional costs caused
 by additional regulatory requirements or larger clinical trial requirements;

 than expected personnel, consulting or other costs, such as adding personnel or industry expert consultants or pursuing the licensing/acquisition
 of additional assets; and

 than expected costs to protect our intellectual property portfolio or otherwise pursue our intellectual property strategy.

 When
we attempt to raise additional financing, there can be no assurance that we will be able to secure such additional financing in sufficient
quantities or at all. We may be unable to raise additional capital for reasons including, without limitation, our operational and/or
financial performance, investor confidence in us and the biopharmaceutical industry, credit availability from banks and other financial
institutions, the status of current projects, and our prospects for obtaining any necessary regulatory approvals. Potential investors'
capital investments may have shifted to other opportunities with perceived greater returns and/or lower risk thereby reducing capital
available to us, if available at all.

 In
addition, any additional financing might not be available, and even if available, may not be available on terms favorable to us or our
then-existing investors. We will seek to raise funds through public or private equity offerings, debt financings, corporate collaboration
or licensing arrangements, mergers, acquisitions, sales of intellectual property, or other financing vehicles or arrangements. To the
extent that we raise additional capital by issuing equity securities or other securities, our then-existing investors will experience
dilution. If we raise funds through debt financings or bank loans, we may become subject to restrictive covenants, our assets may be
pledged as collateral for the debt, and the interests of our then-existing investors would be subordinated to the debt holders or banks.
In addition, our use of and ability to exploit assets pledged as collateral for debt or loans may be restricted or forfeited. To the
extent that we raise additional funds through collaboration or licensing arrangements, we may be required to relinquish significant rights
(including without limitation intellectual property rights) to our technologies or product candidates, or grant licenses on terms that
are not favorable to us. If we are not able to raise needed funding under acceptable terms or at all, then we will have to reduce expenses,
including the possible options of curtailing operations, abandoning opportunities, licensing or selling off assets, reducing costs to
a point where clinical development or other progress is impaired, or ceasing operations entirely.

 We
have a limited operating history, expect to incur significant operating losses, and have a high risk of never being profitable.

 We
commenced operations in February 2016 through a reverse merger and have a limited operating history of less than five years. Therefore,
there is limited historical financial or operational information upon which to evaluate our performance. Our prospects must be considered
in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations.
Many if not most companies in our industry at our stage of development never become profitable and are acquired or go out of business
before successfully developing any product that generates revenue from commercial sales or enables profitability.

 As
of December 31, 2024, we have incurred an accumulated deficit of $36,279,932. We expect to continue to incur substantial operating losses
over the next several years for the clinical development of our current and future licensed or purchased product candidates.

 The
amount of future losses and when, if ever, we will become profitable are uncertain. We do not have any products that have generated any
revenues from commercial sales, and do not expect to generate revenues from the commercial sale of products in the near future, if ever.
Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the development
of our product candidates; obtaining necessary regulatory approvals from the FDA and international regulatory agencies; establishing
manufacturing, sales, and marketing arrangements with third parties; obtaining adequate reimbursement by third-party payers; and raising
sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings, our business, financial condition,
and results of operations are expected to be materially and adversely affected.

 As
a recently established public reporting company, we are subject to SEC reporting and other requirements, which will lead to increased
operating costs in order to meet these requirements.

 Unstable
market and economic conditions may have serious adverse consequences on our ability to raise funds, which may cause us to cease or delay
our operations.

 From
time to time, global and domestic credit and financial markets have experienced extreme disruptions, including severely diminished liquidity
and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty
about economic stability. Our financing strategy will be adversely affected by any such economic downturn, volatile business environment
and continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, it may make a debt or equity
financing more difficult to complete, costlier, and more dilutive. Failure to secure any necessary financing in a timely manner and on
favorable terms will have a material adverse effect on our business strategy and financial performance, and could require us to cease
or delay our operations.

 Risks
Related to Clinical Development and Regulatory Approval

 Our
results to date provide no basis for predicting whether any of our product candidates will be safe or effective, or receive regulatory
approval.

 The
Company's proprietary portfolio of five new neuropeptide hormones are in various stages of research and preclinical evaluation
and their risk of failure is high. It is impossible to predict when or if any of our neuropeptide hormones will prove effective or safe
in humans or will receive regulatory approval. These compounds may not demonstrate in patients the chemical and pharmacological properties
ascribed to them in laboratory studies, and they may interact with human biological systems or other drugs in unforeseen, ineffective
or harmful ways. If we are unable to discover or successfully develop drugs that are effective and safe in humans, we will not have a
viable business.

 We
may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely affect
our business.

 We
must successfully initiate and complete extensive preclinical studies and clinical trials for our product candidates before we can receive
regulatory approval. Preclinical studies and clinical trials are expensive and will take several years to complete and may not yield
results that support further clinical development or product approvals. Conducting clinical studies for any of our drug candidates for
approval in the United States requires filing an IND and reaching agreement with the FDA on clinical protocols, finding appropriate clinical
sites and clinical investigators, securing approvals for such studies from the independent review board at each such site, manufacturing
clinical quantities of drug candidates, supplying drug product to clinical sites and enrolling sufficient numbers of participants. We
cannot guarantee that we will be able to successfully accomplish all of the activities necessary to initiate and complete clinical trials.

 As
a result, our preclinical studies and clinical trials may be extended, delayed or terminated, and we may be unable to obtain regulatory
approvals or successfully commercialize our products.

 The
drug development and approval process is uncertain, time-consuming and expensive.

 The
process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive and uncertain. It also can
vary substantially based on the type, complexity, and novelty of the product. We must provide the FDA and foreign regulatory authorities
with preclinical and clinical data demonstrating that our products are safe and effective before they can be approved for commercial
sale. Clinical development, including preclinical testing, is a long, expensive and uncertain process. It may take us several years to
complete our testing, and failure can occur at any stage of testing. Any preclinical or clinical test may fail to produce results satisfactory
to the FDA. Preclinical and clinical data can be interpreted in different ways, which could delay, limit or prevent regulatory approval.
Negative or inconclusive results from a preclinical study or clinical trial, adverse medical events during a clinical trial or safety
issues resulting from products of the same class of drug could cause a preclinical study or clinical trial to be repeated or a program
to be terminated, even if other studies or trials relating to the program are successful.

 The
regulatory approval process is costly and lengthy and we may not be able to successfully obtain all required regulatory approvals.

 The
preclinical development, clinical trials, manufacturing, marketing and labeling of pharmaceuticals are all subject to extensive regulation
by numerous governmental authorities and agencies in the United States and other countries. We must obtain regulatory approval for each
of our product candidates before marketing or selling any of them. It is not possible to predict how long the approval processes of the
FDA or any other applicable federal or foreign regulatory authority or agency for any of our products will take or whether any such approvals
ultimately will be granted. The FDA and foreign regulatory agencies have substantial discretion in the drug approval process, and positive
results in preclinical testing or early phases of clinical studies offer no assurance of success in later phases of the approval process.
Generally, preclinical and clinical testing of products can take many years and require the expenditure of substantial resources, and
the data obtained from these tests and trials can be susceptible to varying interpretations that could delay, limit or prevent regulatory
approval. If we encounter significant delays in the regulatory process that result in excessive costs, this may prevent us from continuing
to develop our product candidates. Any delay in obtaining, or failure to obtain, approvals could adversely affect the marketing of our
products and our ability to generate product revenue. The risks associated with the approval process include:

 failure
 of our product candidates to meet a regulatory agency's requirements for safety, efficacy and quality;

 limitation
 on the indicated uses for which a product may be marketed;

 unforeseen
 safety issues or side effects; and

 governmental
 or regulatory delays and changes in regulatory requirements and guidelines.

 Even
if we receive regulatory approvals for marketing our product candidates, if we fail to comply with continuing regulatory requirements,
we could lose our regulatory approvals, and our business would be adversely affected.

 The
FDA continues to review products even after they receive initial approval. If we receive approval to commercialize any product candidates,
the manufacturing, marketing and sale of these drugs will be subject to continuing regulation, including compliance with quality systems
regulations, good manufacturing practices, adverse event requirements, and prohibitions on promoting a product for unapproved uses. Enforcement
actions resulting from our failure to comply with government and regulatory requirements could result in fines, suspension of approvals,
withdrawal of approvals, product recalls, product seizures, mandatory operating restrictions, criminal prosecution, civil penalties and
other actions that could impair the manufacturing, marketing and sale of our potential products and our ability to conduct our business.

 Even
if we are able to obtain regulatory approvals for any of our product candidates, if they exhibit harmful side effects after approval,
our regulatory approvals could be revoked or otherwise negatively impacted, and we could be subject to costly and damaging product liability
claims.

 Even
if we receive regulatory approval for our product candidates, we will have tested them in only a small number of patients during our
clinical trials. If our applications for marketing are approved and more patients begin to use our product, new risks and side effects
associated with our products may be discovered. As a result, regulatory authorities may revoke their approvals; we may be required to
conduct additional clinical trials, make changes in labeling of our product, reformulate our product or make changes and obtain new approvals
for our and our suppliers' manufacturing facilities. We might have to withdraw or recall our products from the marketplace. We
may also experience a significant drop in the potential sales of our product if and when regulatory approvals for such product are obtained,
experience harm to our reputation in the marketplace or become subject to lawsuits, including class actions. Any of these results could
decrease or prevent any sales of our approved product or substantially increase the costs and expenses of commercializing and marketing
our product.

 If
we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals
could be delayed or prevented, which could materially affect our financial condition.

 Identifying,
screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not
be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete
our clinical trials in a timely manner. The timing of our clinical trials depends on our ability to recruit patients to participate as
well as to subsequently dose these patients and complete required follow-up periods.

 In
addition, we may experience enrollment delays related to increased or unforeseen regulatory, legal and logistical requirements at certain
clinical trial sites. These delays could be caused by reviews by regulatory authorities and contractual discussions with individual clinical
trial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in
advancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials
altogether.

 Patient
enrollment may be affected if our competitors have ongoing clinical trials with products for the same indications as our product candidates,
and patients who would otherwise be eligible for our clinical trials instead enroll in our competitors' clinical trials. Patient
enrollment may also be affected by other factors, including:

 coordination
 with clinical research organizations to enroll and administer the clinical trials;

 coordination
 and recruitment of collaborators and investigators at individual sites;

 size
 of the patient population and process for identifying patients;

 design
 of the clinical trial protocol;

 eligibility
 and exclusion criteria;

 perceived
 risks and benefits of the product candidates under study;

 availability
 of competing commercially available therapies and other competing products' clinical trials;

 time
 of year in which the trials are initiated or conducted;

 severity
 of the diseases under investigation;

 ability
 to obtain and maintain subject consents;

 ability
 to enroll and treat patients in a timely manner;

 risk
 that enrolled subjects will drop out before completion of the trials;

 proximity
 and availability of clinical trial sites for prospective patients;

 ability
 to monitor subjects adequately during and after treatment; and

 patient
 referral practices of physicians.

 Our
inability to enroll a sufficient number of patients for clinical trials would result in significant delays and could require us to abandon
one or more clinical trials altogether. Enrollment delays in these clinical trials may result in increased development costs for our
product candidates, which could materially affect our financial condition.

 New
federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely
affect our revenues, if any.

 The
prices of some drugs are lower in other countries than in the United States because of government regulation and market conditions. Under
current law, importation of drugs into the United States is generally not permitted unless the drugs are approved in the United States
and the entity that holds that approval consents to the importation. Various proposals have been advanced to permit the importation of
drugs from other countries to provide lower cost alternatives to the products available in the United States. In addition, the MMA requires
the Secretary of Health and Human Services to promulgate regulations for drug re-importation from Canada into the United States under
some circumstances, including when the drugs are sold at a lower price than in the United States.

 If
the laws or regulations are changed to permit the importation of drugs into the United States in circumstances that are currently not
permitted, such a change could have an adverse effect on our business by making available lower priced alternatives to our future products.

 Failure
to obtain regulatory and pricing approvals in foreign jurisdictions could delay or prevent commercialization of our products abroad.

 If
we succeed in developing any products, we intend to market them in the European Union and other foreign jurisdictions. In order to do
so, we must obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure
varies among countries and can involve additional testing. The time required to obtain approval abroad may differ from that required
to obtain FDA approval. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval and
additional risks associated with requirements particular to those foreign jurisdictions where we will seek regulatory approval of our
products. We may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by
regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities
in other foreign countries or by the FDA. We and our collaborators may not be able to file for regulatory approvals and may not receive
necessary approvals to commercialize our products in any market outside the United States. The failure to obtain these approvals could
materially adversely affect our business, financial condition and results of operations.

 It
is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such
claims will be affordable or available on acceptable terms in the future.

 Clinical
research involves the testing of new drugs on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of
liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the
new drug, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals,
companies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition,
product liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products
by us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general
liability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage
will be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt
to do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there
can be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available
on terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential
claims or liabilities.

 If
the market opportunities for our current and potential future drug candidates are smaller than we believe they are, our ability to generate
product revenues will be adversely affected and our business may suffer.

 Our
understanding of the number of people who suffer from stress-related indications, including, but not limited to: treatment resistant
depression ("TRD"), which is a subgroup of major depressive disorder ("MDD"); addiction, recidivism, or substance
use disorder ("SUD"); anxiety, including generalized anxiety disorder ("GAD"), and post-traumatic stress disorder
("PTSD") is based upon estimates. These estimates may prove to be incorrect, and new studies may demonstrate or suggest a
lower estimated incidence or prevalence of this condition. The number of patients in the U.S. or elsewhere may turn out to be lower than
expected, may not be otherwise amenable to PT00114 treatment, or treatment-amenable patients may become increasingly difficult to identify
and access, all of which would adversely affect our business prospects and financial condition.

 Risks
Related to Our Reliance on Third Parties

 We
may not be able to obtain and maintain the third party relationships that are necessary to develop, commercialize and manufacture some
or all of our product candidates.

 We
expect to depend on collaborators, partners, licensees, clinical research organizations, manufacturers and other third parties to support
our discovery efforts, to formulate product candidates, to conduct clinical trials for some or all of our product candidates, to manufacture
clinical and commercial scale quantities of our product candidates and products and to market, sell, and distribute any products we successfully
develop.

 We
cannot guarantee that we will be able to successfully negotiate agreements for or maintain relationships with collaborators, partners,
licensees, clinical investigators, manufacturers and other third parties on favorable terms, if at all. If we are unable to obtain or
maintain these agreements, we may not be able to clinically develop, formulate, manufacture, obtain regulatory approvals for or commercialize
our product candidates, which will in turn adversely affect our business.

 We
expect to expend substantial management time and effort to enter into relationships with third parties and, if we successfully enter
into such relationships, to manage these relationships. In addition, substantial amounts of our expenditures will be paid to third parties
in these relationships. However, we cannot control the amount or timing of resources our contract partners will devote to our research
and development programs, product candidates or potential product candidates, and we cannot guarantee that these parties will fulfill
their obligations to us under these arrangements in a timely fashion, if at all.

 We
have no experience in sales, marketing and distribution and may have to enter into agreements with third parties to perform these functions,
which could prevent us from successfully commercializing our product candidates.

 We
currently have no sales, marketing or distribution capabilities. To commercialize our product candidates, we must either develop our
own sales, marketing and distribution capabilities, which will be expensive and time consuming, or make arrangements with third parties
to perform these services for us. If we decide to market any of our products on our own, we will have to commit significant resources
to developing a marketing and sales force and supporting distribution capabilities. If we decide to enter into arrangements with third
parties for performance of these services, we may find that they are not available on terms acceptable to us, or at all. If we are not
able to establish and maintain successful arrangements with third parties or build our own sales and marketing infrastructure, we may
not be able to commercialize our product candidates which would adversely affect our business and financial condition.

 Data
provided by collaborators and other parties upon which we rely have not been independently verified and could turn out to be inaccurate,
misleading, or incomplete.

 We
rely on third-party vendors, scientists, and collaborators to provide us with significant data and other information related to our projects,
clinical trials, and business. We do not independently verify or audit all of such data (including possibly material portions thereof).
As a result, such data may be inaccurate, misleading, or incomplete.

 In
certain cases, we may need to rely on a single supplier for a particular manufacturing material or service, and any interruption in or
termination of service by such supplier could delay or disrupt the commercialization of our products.

 We
rely on third-party suppliers for the materials used to manufacture our compounds. Some of these materials may at times only be available
from one supplier. Any interruption in or termination of service by such single source suppliers could result in a delay or disruption
in manufacturing until we locate an alternative source of supply. There can be no assurance that we would be successful in locating an
alternative source of supply or in negotiating acceptable terms with such prospective supplier.

 We
rely on third parties to conduct our non-clinical studies and our clinical trials. If these third parties do not successfully carry out
their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize our current
product candidates or any future products, on a timely basis or at all, and our financial condition will be adversely affected.

 We
do not have the ability to independently conduct non-clinical studies and clinical trials. We rely on medical institutions, clinical
investigators, contract laboratories, collaborative partners and other third parties, such as contract research organizations or clinical
research organizations, to conduct non-clinical studies and clinical trials on our product candidates. The third parties with whom we
contract for execution of our non-clinical studies and clinical trials play a significant role in the conduct of these studies and trials
and the subsequent collection and analysis of data. However, these third parties are not our employees, and except for contractual duties
and obligations, we have limited ability to control the amount or timing of resources that they devote to our programs.

 Although
we rely on third parties to conduct our non-clinical studies and clinical trials, we remain responsible for ensuring that each of our
non-clinical studies and clinical trials is conducted in accordance with its investigational plan and protocol. Moreover, the FDA, EMA
and other foreign regulatory authorities require us to comply with regulations and standards, including some regulations commonly referred
to as good clinical practices ("GCPs"), for conducting, monitoring, recording and reporting the results of clinical trials
to ensure that the data and results are scientifically credible and accurate, and that the trial subjects are adequately informed of
the potential risks of participating in clinical trials.

 In
addition, the execution of non-clinical studies and clinical trials, and the subsequent compilation and analyses of the data produced,
requires coordination among various parties. In order for these functions to be carried out effectively and efficiently, it is imperative
that these parties communicate and coordinate with one another. Moreover, these third parties may also have relationships with other
commercial entities, some of which may compete with us. Under certain circumstances, these third parties may be able to terminate their
agreements with us upon short notice. If the third parties conducting our clinical trials do not perform their contractual duties or
obligations, experience work stoppages, do not meet expected deadlines, terminate their agreements with us or need to be replaced, or
if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical trial protocols
or GCPs, or for any other reason, we may need to enter into new arrangements with alternative third parties, which could be difficult,
costly or impossible, and our clinical trials may be extended, delayed or terminated or may need to be repeated. If any of the foregoing
were to occur, we may not be able to obtain, on a timely basis or at all, regulatory approval for or to commercialize the product candidate
being tested in such trials, and as a result, our financial condition will be adversely affected.

 Risks
Related to Commercialization of Our Product Candidates

 We
have no experience as a company in commercializing any product. If we fail to obtain commercial expertise, upon product approval by regulatory
agencies, our product launch and revenues could be delayed.

 As
a company, we have never obtained regulatory approval for, or commercialized, any product. Accordingly, we have not yet begun to build
out any sales or marketing capabilities. If we are unable to establish, or contract for, effective sales and marketing capabilities,
or if we are unable to enter into agreements with third parties to commercialize our product candidates on favorable terms or on any
reasonable terms at all, we may not be able to effectively generate product revenues once our product candidates are approved for marketing.
If we fail to obtain commercial expertise or capabilities, upon drug approval, our product launch and subsequent revenues could be delayed
and /or fail to reach their commercial potential.

 We
may not be able to gain market acceptance of our product candidates, which would prevent us from becoming profitable.

 We
cannot be certain that any of our product candidates will gain market acceptance among physicians, patients, healthcare payers, pharmaceutical
companies or others. Demonstrating the safety and efficacy of our product candidates and obtaining regulatory approvals will not guarantee
future revenue. Sales of medical products largely depend on the reimbursement of patients' medical expenses by government healthcare
programs and private health insurers. Governments and private insurers closely examine medical products to determine whether they should
be covered by reimbursement and if so, the level of reimbursement that will apply. We cannot be certain that third party payers will
sufficiently reimburse sales of our products, or enable us to sell our products at profitable prices. Similar concerns could also limit
the reimbursement amounts that health insurers or government agencies in other countries are prepared to pay for our products. In many
countries where we plan to market our products, including Europe and Canada, the pricing of prescription drugs is controlled by the government
or regulatory agencies. Regulatory agencies in these countries could determine that the pricing for our products should be based on prices
of other commercially available drugs for the same disease, rather than allowing us to market our products at a premium as new drugs.
Sales of medical products also depend on physicians' willingness to prescribe the treatment, which is likely to be based on a determination
by these physicians that the products are safe, therapeutically effective and cost-effective. We cannot predict whether physicians, other
healthcare providers, government agencies or private insurers will determine that our products are safe, therapeutically effective and
cost effective relative to competing treatments.

 We
may not be able to manufacture our product candidates in clinical or commercial quantities, which would prevent us from commercializing
our product candidates.

 To
date, our product candidates have been manufactured in small quantities by us and third party manufacturers for preclinical studies.
If any of our product candidates is approved by the FDA or other regulatory agencies for commercial sale, we will need to manufacture
it in larger quantities and we intend to use third party manufacturers for commercial quantities. Our third party manufacturers may not
be able to successfully increase the manufacturing capacity for any of our product candidates in a timely or efficient manner, or at
all. If we are unable to successfully increase the manufacturing capacity for a product candidate, the regulatory approval or commercial
launch of that product candidate may be delayed or there may be a shortage in the supply of the product candidate. Our failure or the
failure of our third party manufacturers to comply with the FDA's good manufacturing practices and to pass inspections of the manufacturing
facilities by the FDA or other regulatory agencies could seriously harm our business.

 Our
products may not be accepted for reimbursement or properly reimbursed by third-party payers.

 The
successful commercialization of any products we might develop will depend substantially on whether the costs of our products and related
treatments are reimbursed at acceptable levels by government authorities, private healthcare insurers, and other third-party payers,
such as health maintenance organizations. Reimbursement rates may vary, depending upon the third-party payer, the type of insurance plan,
and other similar or dissimilar factors. If our products do not achieve adequate reimbursement, then the number of physician prescriptions
of our products may not be sufficient to make our products profitable.

 Comparative
effectiveness research demonstrating benefits of a competitor's product could adversely affect the sales of our product candidates.
If third-party payers do not consider our products to be cost-effective compared to other available therapies, they may not cover our
products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on
a profitable basis.

 Adequate
third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our
investment in the product development of that product. In addition, in the U.S. there is a growing emphasis on comparative effectiveness
research, both by private payers and by government agencies. To the extent other drugs or therapies are found to be more effective than
our products, payers may elect to cover such therapies in lieu of our products or reimburse our products at a lower rate.

 New
federal legislation may increase the pressure to reduce prices of pharmaceutical products paid for by Medicare, which could adversely
affect our revenues, if any.

 The
Medicare Prescription Drug Improvement and Modernization Act of 2003, or MMA, expanded Medicare coverage for drug purchases by the elderly
and disabled beginning in 2006. The new legislation uses formularies, preferred drug lists and similar mechanisms that may limit the
number of drugs that will be covered in any therapeutic class or reduce the reimbursement for some of the drugs in a class. More recently,
the Patient Protection and Affordable Care Act of 2010 also contained certain provisions with the potential to affect pricing of pharmaceutical
products.

 As
a result of the expansion of legislation, including recent healthcare insurance legislation, and the expansion of federal coverage of
drug products, we expect that there will be additional pressure to contain and reduce costs. These cost reduction initiatives could decrease
the coverage and price that we receive for our products in the future and could seriously harm our business. While the MMA applies only
to drug benefits for Medicare beneficiaries, private payers often follow Medicare coverage policy and payment limitations in setting
their own reimbursement systems, and any limits on or reductions in reimbursement that occur in the Medicare program may result in similar
limits on or reductions in payments from private payers.

 Disputes
under key agreements or conflicts of interest with our scientific advisors or clinical investigators could delay or prevent development
or commercialization of our product candidates.

 Any
agreements we have or may enter into with third parties, such as collaboration, license, formulation supplier, manufacturing, clinical
research organization or clinical trial agreements, may give rise to disputes regarding the rights and obligations of the parties. Disagreements
could develop over rights to ownership or use of intellectual property, the scope and direction of research and development, the approach
for regulatory approvals or commercialization strategy. We intend to conduct research programs in a range of therapeutic areas, but our
pursuit of these opportunities could result in conflicts with the other parties to these agreements who may be developing or selling
pharmaceuticals or conducting other activities in these same therapeutic areas. Any disputes or commercial conflicts could lead to the
termination of our agreements, delay progress of our product development programs, compromise our ability to renew agreements or obtain
future agreements, lead to the loss of intellectual property rights or result in costly litigation.

 We
collaborate with outside scientific advisors and collaborators at academic and other institutions that assist us in our research and
development efforts. Our scientific advisors are not our employees and may have other commitments that limit their availability to us.
If a conflict of interest between their work for us and their work for another entity arises, we may lose their services.

 Our
competitors and potential competitors may develop products and technologies that make ours less attractive or obsolete.

 Many
companies, universities, and research organizations developing competing product candidates have greater resources and significantly
greater experience in financial, research and development, manufacturing, marketing, sales, distribution, and technical regulatory matters
than we have. In addition, many competitors have greater name recognition and more extensive collaborative relationships. Our competitors
could commence and complete clinical testing of their product candidates, obtain regulatory approvals, and begin commercial-scale manufacturing
of their products faster than we are able to for our products. They could develop products that would render our product candidates,
and those of our collaborators, obsolete and noncompetitive. If we are unable to compete effectively against these companies, then we
may not be able to commercialize our product candidates or achieve a competitive position in the market. This would adversely affect
our ability to generate revenues.

 Competition
in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues
or profits for us.

 There
are many companies that are seeking to develop products and therapies for the treatment of mood, anxiety and neurodegenerative disorders.
Many of our competitors have substantially greater financial, technical, human and other resources than we do and may be better equipped
to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater
experience than we do in undertaking preclinical testing and human clinical studies of new pharmaceutical products and in obtaining regulatory
approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval for superior products.

 Other
risks and uncertainties include:

 our
 ability to successfully complete preclinical and clinical development of our products and services

 our
 ability to manufacture sufficient amounts of products for development and commercialization activities

 our
 ability to obtain, maintain and successfully enforce adequate patent and other proprietary rights protection of our products and
 services

 the
 scope, validity and enforceability of patents and other proprietary rights held by third parties and their impact on our ability
 to commercialize our products and services

 the
 accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services, including
 growth projections

 market
 acceptance of our products and services

 our
 ability to identify new patients for our products and services

 the
 accuracy of our information regarding the products and resources of our competitors and potential competitors

 the
 content and timing of submissions to and decisions made by the US Food and Drug Administration (FDA) and other regulatory agencies

 our
 ability to obtain reimbursement for our products and services from third-party payors, and the extent of such coverage

 our
 ability to establish and maintain strategic license, collaboration and distribution arrangements

 the
 continued funding of our collaborations and joint ventures, if any are ultimately established

 the
 possible disruption of our operations due to terrorist activities and armed conflict, including as a result of the disruption of
 operation of our subsidiaries and our customers, suppliers, distributors, couriers, collaborative partners, licensees and clinical
 trial sites.

 Positive
or timely results from preclinical studies and early clinical trials do not ensure positive or timely results in late-stage clinical
trials or product approval by the FDA or any other regulatory authority. Product candidates that show positive preclinical or early clinical
results often fail in later stage clinical trials. Data obtained from preclinical and clinical activities is susceptible to varying interpretations,
which could delay, limit, or prevent regulatory approvals.

 We
have limited experience in conducting the clinical trials required to obtain regulatory approval. We may not be able to conduct clinical
trials at preferred sites, enlist clinical investigators, enroll sufficient numbers of participants, or begin or successfully complete
clinical trials in a timely fashion, if at all. Any failure to perform may delay or terminate the trials. Our current clinical trials
may be insufficient to demonstrate that our potential products will be active, safe, or effective. Additional clinical trials may be
required if clinical trial results are negative or inconclusive, which will require us to incur additional costs and significant delays.
If we do not receive the necessary regulatory approvals, we will not be able to generate product revenues and may not become profitable.

 Risks
Related to Our Intellectual Property

 We
may not be able to maintain our exclusive worldwide license to use and develop PT00114 which could materially affect our business plan.

 On
July 21, 2005, we entered into the License Agreement with University of Toronto, or UT, pursuant to which UT agreed to license to us
patent rights and other intellectual property related to PT00114, among other things. The Technology License Agreement was amended on
February 18, 2015. Unless earlier terminated, the term of this agreement shall terminate on the expiration or invalidity of the last
issued Patent in the Agreement

to the License Agreement, we obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the
Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement. In the event we fail to provide
UT with semi-annual reports on our progress or fail to continue to make reasonable commercial efforts towards obtaining regulatory approval
for products based on the Technologies, UT may convert our exclusive license into a non-exclusive one. In such a case, we would lose
our competitive advantage in the development of treatments based on PT00114.

 We
have to sustain and further build our intellectual property rights.

 If
we fail to sustain and further build our intellectual property rights, competitors will be able to take advantage of our research and
development efforts to develop competing products. If we are not able to protect our proprietary technology, trade secrets, and know-how,
our competitors may use our inventions to develop competing products. Protagenic has obtained worldwide exclusive rights to PT00114 and
related technology that was developed at UT. As of December 31, 2024, we have four patents issued by the Governments of the United States,
Canada, European Union (validated in Germany, France and Great Britain) and Australia on our original platform technology, all of which
have expired aside from the one in the United States. The patent applications were made in the name of Dr. David A. Lovejoy and inventors,
but the Company's exclusive, worldwide rights to such patent applications are included in the License Agreement with UT. We have
eight issued patents (Canada, Great Britain, Europe (GPC and additionally validated in Switzerland, Great Britain, Ireland and Spain)
and the United States and five pending patent applications in related technology that the company has rights in or own.

 However,
our patents and patent applications, even if granted, may not protect us against our competitors. Our patent positions, and those of
other pharmaceutical and biotechnology companies, are generally uncertain and involve complex legal, scientific and factual questions.
The standards which the United States Patent and Trademark Office uses to grant patents, and the standards which courts use to interpret
patents, are not always applied predictably or uniformly and can change, particularly as new technologies develop. Consequently, the
level of protection, if any, that will be provided by our patents if we attempt to enforce them, and they are challenged, is uncertain.
In addition, the type and extent of patent claims that will be issued to us in the future is uncertain. Any patents that are issued may
not contain claims that permit us to stop competitors from using similar technology.

 In
addition to our patentable technology, we also rely on unpatented technology, trade secrets, and confidential information. We may not
be able to effectively protect our rights to this technology or information. Other parties may independently develop substantially equivalent
information and techniques or otherwise gain access to or disclose our technology. We generally require each of our employees, consultants,
collaborators, and certain contractors to execute a confidentiality agreement at the commencement of an employment, consulting, collaborative,
or contractual relationship with us. However, these agreements may not provide effective protection of our technology or information
or, in the event of unauthorized use or disclosure, they may not provide adequate remedies.

 Our
patent position is generally uncertain and involves complex legal and factual questions. In addition, the laws of some foreign countries
do not protect proprietary rights to the same extent as the laws of the United States, and other biotechnology companies have encountered
significant problems in protecting and defending their proprietary rights in foreign jurisdictions. Whether filed in the United States
or abroad, our patent applications may be challenged or may fail to result in issued patents. In addition, any future patents we obtain
may not be sufficiently broad to prevent others from practicing our technologies or from developing or commercializing competing products.
Furthermore, others may independently develop or commercialize similar or alternative technologies or drugs, or design around our patents.
Our patents may be challenged, invalidated or fail to provide us with any competitive advantages. We may not have the funds available
to protect our patents or other technology; such protection is costly and can result in further litigation expenses.

 If
we do not obtain or we are unable to maintain adequate patent or trade secret protection for our products in the United States, competitors
could duplicate them without repeating the extensive testing that we will be required to undertake to obtain approval of the products
by the FDA. Regardless of any patent protection, under the current statutory framework the FDA is prohibited by law from approving any
generic version of any of our products for three years after it has approved our product. Upon the expiration of that period, or if that
time period is altered, the FDA could approve a generic version of our product unless we have patent protection sufficient for us to
block that generic version. Without sufficient patent protection, the applicant for a generic version of our product would be required
only to conduct a relatively inexpensive study to show that its product is bioequivalent to our product and may not have to repeat the
studies that we will need to conduct to demonstrate that the product is safe and effective. In the absence of adequate patent protection
in other countries, competitors may similarly be able to obtain regulatory approval in those countries of products that duplicate our
products.

 We
have to comply with our obligations in our intellectual property licenses with third parties.

 If
we fail to comply with our obligations in our intellectual property licenses with third parties, we could lose license rights that are
important to our business. We are a party to the License Agreement with UT under which we receive the right to practice
and use important third party patent rights. We may enter into additional licenses in the future. Our existing licenses impose, and we
expect future licenses will impose, various diligences, milestone payment, royalty, insurance and other obligations on us. If we fail
to comply with these obligations, the licensor may have the right to terminate the license, in which event we might not be able to market
any product that is covered by the licensed patents.

 We
may need to resort to litigation to enforce or defend our intellectual property rights, including any patents issued to us. If a competitor
or collaborator files a patent application claiming technology also invented by us, in order to protect our rights, we may have to participate
in an expensive and time consuming interference proceeding before the United States Patent and Trademark Office. We cannot guarantee
that our product candidates will be free of claims by third parties alleging that we have infringed their intellectual property rights.
Third parties may assert that we are employing their proprietary technologies without authorization and they may resort to litigation
to attempt to enforce their rights. Third parties may have or obtain patents in the future and claim that the use of our technology or
any of our product candidates infringes their patents. We may not be able to develop or commercialize combination product candidates
because of patent protection others have. Our business will be harmed if we cannot obtain a necessary or desirable license, can obtain
such a license only on terms we consider to be unattractive or unacceptable, or if we are unable to redesign our product candidates or
processes to avoid actual or potential patent or other intellectual property infringement. Obtaining, protecting and defending patent
and other intellectual property rights can be expensive and may require us to incur substantial costs, including the diversion of management
and technical personnel. An unfavorable ruling in patent or intellectual property litigation could subject us to significant liabilities
to third parties, require us to cease developing, manufacturing or selling the affected products or using the affected processes, require
us to license the disputed rights from third parties, or result in awards of substantial damages against us.

 There
can be no assurance that we would prevail in any intellectual property infringement action, will be able to obtain a license to any third
party intellectual property on commercially reasonable terms, successfully develop non-infringing alternatives on a timely basis, or
license non-infringing alternatives, if any exist, on commercially reasonable terms. Any significant intellectual property impediment
to our ability to develop and commercialize our products could seriously harm our business and prospects.

 Patent
litigation or other litigation in connection with our intellectual property rights may lead to publicity that may harm our reputation
and the value of our common stock may decline.

the course of any patent litigation, there may be public announcements of the results of hearings, motions, and other interim proceedings
or developments in the litigation. If securities analysts or investors regard these announcements as negative, the value of our common
stock may decline. General proclamations or statements by key public figures may also have a negative impact on the perceived value of
our intellectual property.

 Protecting
and defending against intellectual property claims may have a material adverse effect on our business.

 From
time to time, we may receive notice that others have infringed on our proprietary rights or that we have infringed on the intellectual
property rights of others. There can be no assurance that infringement or invalidity claims will not materially adversely affect our
business, financial condition or results of operations. Regardless of the validity or the success of the assertion of claims, we could
incur significant costs and diversion of resources in protecting or defending against claims, which could have a material adverse effect
on our business, financial condition or results of operations. We may not have the funds or resources available to protect our intellectual
property.

 Intellectual
property disputes could require us to spend time and money to address such disputes and could limit our intellectual property rights.

 The
biopharmaceutical industry has been characterized by extensive litigation regarding patents and other intellectual property rights, and
companies have employed intellectual property litigation and USPTO post-grant proceedings to gain a competitive advantage. We may become
subject to infringement claims or litigation arising out of patents and pending applications of our competitors, or additional interference
proceedings declared by the USPTO to determine the priority and patentability of inventions. The defense and prosecution of intellectual
property suits, USPTO proceedings, and related legal and administrative proceedings are costly and time-consuming to pursue, and their
outcome is uncertain. Litigation may be necessary to enforce our issued patents, to protect our trade secrets and know-how, or to determine
the enforceability, scope, and validity of the proprietary rights of others. An adverse determination in litigation or USPTO post-grant
and interference proceedings to which we may become a party could subject us to significant liabilities, require us to obtain licenses
from third parties, or restrict or prevent us from selling our products in certain markets. Even if a given patent or intellectual property
dispute were settled through licensing or similar arrangements, our costs associated with such arrangements may be substantial and could
include the payment by us of large fixed payments and ongoing royalties. Furthermore, the necessary licenses may not be available on
satisfactory terms or at all. Even where we have meritorious claims or defenses, the costs of litigation may prevent us from pursuing
these claims or defenses and/or may require extensive financial and personnel resources to pursue these claims or defenses. In addition,
it is possible there may be defects of form in our current and future patents that could result in our inability to defend the intended
claims. Intellectual property disputes arising from the aforementioned factors, or other factors, may materially harm our business.

 We
may not be able to enforce our intellectual property rights throughout the world.

 The
laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the U.S. Companies have
encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal
systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property
protection, especially those relating to life sciences. This could make it difficult for us to stop the infringement of our patents or
the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under
which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third
parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit.

 Proceedings
to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts
and attention from other aspects of our business. Furthermore, while we intend to protect our intellectual property rights in our expected
significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may
wish to market PT00114 or any future products. Accordingly, our efforts to protect our intellectual property rights in such countries
may be inadequate. In addition, changes in the law and legal decisions by courts in the U.S. and foreign countries may affect our ability
to obtain and enforce adequate intellectual property protection for our products and technology.

 Changes
to the patent law in the U.S. and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to
protect our product candidates.

 As
is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents.
Obtaining and enforcing patents in the biopharmaceutical industry involves both technological and legal complexity. Therefore, obtaining
and enforcing biopharmaceutical patents is costly, time consuming and inherently uncertain. In addition, the U.S. has recently enacted
and is currently implementing wide ranging patent reform legislation. The U.S. Supreme Court has ruled on several patent cases in recent
years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in
certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination
of events has created uncertainty with respect to the value of patents once obtained. Depending on future actions by the U.S. Congress,
the federal courts and the United States Patent and Trademark Office ("USPTO"), as well as other jurisdictions around the
world, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents
or to enforce our existing patents and patents that we might obtain in the future.

 Obtaining
and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 The
USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other
provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent
application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might
be able to enter the market earlier than would otherwise have been the case.

 If
we fail to comply with our obligations under any license, collaboration or other intellectual property-related agreements, we may be
required to pay damages and could lose intellectual property rights that may be necessary for developing, commercializing and protecting
our current or future technologies or drug candidates or we could lose certain rights to grant sublicenses.

 Any
license, collaboration or other intellectual property-related agreements impose, and any future license, collaboration or other intellectual
property-related agreements we enter into are likely to impose, various development, commercialization, funding, milestone, royalty,
diligence, sublicensing, insurance, patent prosecution and enforcement or other obligations on us. If we breach any of these obligations,
or use the intellectual property licensed to us in an unauthorized manner, we may be required to pay damages and the licensor may have
the right to terminate the license. In spite of our best efforts, any of our future licensors might conclude that we have materially
breached our license agreements and might therefore terminate the license agreements, thereby removing our ability to develop and commercialize
products and technologies covered by these license agreements. Any license agreements we enter into may be complex, and certain provisions
in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may
arise could narrow what we believe to be the scope our rights to the relevant intellectual property or technology, or increase what we
believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on
our business, financial condition, results of operations, and prospects.

 We
may seek to obtain licenses from licensors in the future, however, we may be unable to obtain any such licenses at a reasonable cost
or on reasonable terms, if at all. In addition, if any of our future licensors terminate any such license agreements, such license termination
could result in our inability to develop, manufacture and sell products that are covered by the licensed technology or could enable a
competitor to gain access to the licensed technology. Any of these events could have a material adverse effect on our competitive position,
business, financial condition, results of operations, and ability to achieve profitability.

 Furthermore,
we may not have the right to control the preparation, filing, prosecution, maintenance, enforcement and defense of patents and patent
applications that we license from third parties. Therefore, we cannot be certain that these patents and patent applications will be prepared,
filed, prosecuted, maintained, enforced and defended in a manner consistent with the best interests of our business. If our future licensors
fail to prosecute, maintain, enforce and defend patents we may in-license, or lose rights to licensed patents or patent applications,
our license rights may be reduced or eliminated. In such circumstances, our right to develop and commercialize any of our products or
drug candidates that is the subject of such licensed rights could be materially adversely affected. In certain circumstances, our licensed
patent rights are subject to our reimbursing our licensors for their patent prosecution and maintenance costs.

 Moreover,
our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims,
regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensor's intellectual property
rights and the amount of any damages or future royalty obligations that would result, if any such claims were successful, would depend
on the technology and intellectual property we use in products that we successfully develop and commercialize, if any. Therefore, even
if we successfully develop and commercialize products, due to such obligations, we may be unable to achieve or maintain profitability.

 Risks
Related to Our Business Operations and Industry

 If
we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified
scientific, technical and business personnel, our business will suffer.

 We
are dependent on the members of our management team and our scientific advisors for our business success. An important element of our
strategy is to take advantage of the research and development expertise of our current management and to utilize the unique expertise
of our scientific advisors. We do not have any employment agreements with our executive officers. The loss of any one of our executive
officers or key scientific consultants, including, in particular, Garo Armen, Ph. D., Chairman of the Board, and Dr. David A. Lovejoy,
our Chief Scientific Advisor, could result in a significant loss in the knowledge and experience that we, as an organization, possess
and could cause significant delays, or outright failure, in the development and further commercialization of our product candidates.

 To
grow, we will eventually need to hire a significant number of qualified commercial, scientific and administrative personnel. However,
there is intense competition for human resources, including management in the technical fields in which we operate, and we may not be
able to attract and retain qualified personnel necessary for the successful development and commercialization of our product candidates.
Our inability to attract new employees or to retain existing employees could limit our growth and harm our business.

 We
may encounter difficulties in managing our growth, which could adversely affect our operations.

 Our
ability to manage our operations and growth effectively depends upon the continual improvement of our procedures, reporting systems,
and operational, financial, and management controls. We may not be able to implement improvements in an efficient or timely manner and
may discover deficiencies in existing systems and controls. If we do not meet these challenges, we may be unable to take advantage of
market opportunities, execute our business strategies or respond to competitive pressures which in turn may slow our growth or give rise
to inefficiencies that would increase our losses.

 We
may acquire additional technology and complementary businesses in the future. Acquisitions involve many risks, any one of which could
materially harm our business, including the diversion of management's attention from core business concerns, failure to exploit
acquired technologies, or the loss of key employees from either our business or the acquired business.

 Healthcare
reform measures could adversely affect our business.

 The
efforts of governmental and third-party payers to contain or reduce the costs of healthcare may adversely affect the business and financial
condition of pharmaceutical companies. In the United States and in foreign jurisdictions there have been, and we expect that there will
continue to be, a number of legislative and regulatory proposals aimed at changing the healthcare system. For example, in some countries
other than the United States, pricing of prescription drugs is subject to government control, and we expect proposals to implement similar
controls in the United States to continue. The pendency or approval of such proposals could result in a decrease in our common stock
value or limit our ability to raise capital or to enter into collaborations or license rights to our products.

 Our
business and operations are vulnerable to computer system failures, cyber-attacks or deficiencies in our cyber-security, which could
increase our expenses, divert the attention of our management and key personnel away from our business operations and adversely affect
our results of operations.

 Despite
the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are to damage from:
computer viruses; malware; natural disasters; terrorism; war; telecommunication and electrical failures; cyber-attacks or cyber-intrusions
over the Internet; attachments to emails; persons inside our organization; or persons with access to systems inside our organization.
The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign
governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions
from around the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a
material disruption of our product development programs. For example, the loss of clinical trial data from completed or ongoing or planned
clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce
the data. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate
disclosure of confidential or proprietary information, we could incur material legal claims and liability, and damage to our reputation,
and the further development of our product candidates could be delayed. We could be forced to expend significant resources in response
to a cyber security breach, including repairing system damage, increasing cyber security protection costs by deploying additional personnel
and protection technologies, paying regulatory fines and resolving legal claims and regulatory actions, all of which would increase our
expenses, divert the attention of our management and key personnel away from our business operations and adversely affect our results
of operations.

 Failure
to comply with health and data protection laws and regulations could lead to government enforcement actions (which could include civil
or criminal penalties), private litigation or adverse publicity and could negatively affect our operating results and business.

 We
and our current and any of our future collaborators may be subject to federal, state and foreign data protection laws and regulations
(i.e., laws and regulations that address privacy and data security). In the U.S., numerous federal and state laws and regulations, including
federal health information privacy laws (e.g., the Health Insurance Portability and Accountability Act ("HIPAA"), as amended
by the Health Information Technology for Economic and Clinical Health Act ("HITECH")), state data breach notification laws,
state health information privacy laws and federal and state consumer protection laws (e.g., Section 5 of the Federal Trade Commission
Act), that govern the collection, use, disclosure and protection of health-related and other personal information could apply to our
operations or the operations of our collaborators. In addition, we may obtain health information from third parties (including research
institutions from which we obtain clinical trial data) that are subject to privacy and security requirements under HIPAA, as amended
by HITECH, or other privacy and data security laws. Depending on the facts and circumstances, we could be subject to criminal penalties
if we knowingly obtain, use, or disclose individually identifiable health information maintained by a HIPAA-covered entity in a manner
that is not authorized or permitted by HIPAA.

 International
data protection laws, including Regulation 2016/679, known as the General Data Protection Regulation ("GDPR") may also apply
to health-related and other personal information obtained outside of the U.S. The GDPR went into effect on May 25, 2018. The GDPR introduced
new data protection requirements in the EU, as well as potential fines for non-compliant companies of up to the greater of 20 million
or 4% of annual global revenue. The regulation imposes numerous new requirements for the collection, use, storage and disclosure of personal
information, including more stringent requirements relating to consent and the information that must be shared with data subjects about
how their personal information is used, the obligation to notify regulators and affected individuals of personal data breaches, extensive
new internal privacy governance obligations and obligations to honor expanded rights of individuals in relation to their personal information
(e.g., the right to access, correct and delete their data). In addition, the GDPR includes restrictions on cross-border data transfers.
The GDPR increased our responsibility and liability in relation to personal data that we process where such processing is subject to
the GDPR, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by
individual countries. Further, the United Kingdom's vote in favor of exiting the EU, often referred to as Brexit, has created uncertainty
with regard to data protection regulation in the United Kingdom. In particular, it is unclear how data transfers to and from the United
Kingdom will be regulated.

 In
addition, California recently enacted the California Consumer Privacy Act ("CCPA"), which creates new individual privacy
rights for California consumers (as defined in the law) and places increased privacy and security obligations on entities handling personal
data of consumers or households. The CCPA will require covered companies to provide new disclosure to consumers about such companies'
data collection, use and sharing practices, provide such consumers new ways to opt-out of certain sales or transfers of personal information,
and provide consumers with additional causes of action. The CCPA goes into effect on January 1, 2020, and the California Attorney General
may bring enforcement actions for violations beginning July 1, 2020. The CCPA was amended on September 23, 2018, and it remains unclear
what, if any, further modifications will be made to this legislation or how it will be interpreted. As currently written, the CCPA may
impact our business activities and exemplifies the vulnerability of our business to the evolving regulatory environment related to personal
data and protected health information.

 Compliance
with U.S. and international data protection laws and regulations could require us to take on more onerous obligations in our contracts,
restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. Failure
to comply with U.S. and international data protection laws and regulations could result in government enforcement actions (which could
include civil or criminal penalties), private litigation or adverse publicity and could negatively affect our operating results and business.

 If
we, our CROs or our IT vendors experience security or data privacy breaches or other unauthorized or improper access to, use of, or destruction
of personal data, we may face costs, significant liabilities, harm to our brand and business disruption.

 In
connection with our drug research and development efforts, we or our CROs may collect and use a variety of personal data, such as names,
mailing addresses, email addresses, phone numbers and clinical trial information. Although we have extensive measures in place to prevent
the sharing and loss of patient data in our clinical trial processes associated with our developed technologies and drug candidates,
any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of our clinical data or patients'
personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., HIPAA, as amended
by HITECH), and international laws (e.g., the GDPR). Any failure to prevent or mitigate security breaches or improper access to, use
of, or disclosure of our clinical data or patients' personal data may cause a material adverse impact to our reputation, affect
our ability to conduct new studies and potentially disrupt our business. We may also rely on third-party IT vendors to host or otherwise
process some of our data and that of users, and any failure by such IT vendor to prevent or mitigate security breaches or improper access
to or disclosure of such information could have similarly adverse consequences for us. If we are unable to prevent or mitigate the impact
of such security or data privacy breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential
disruption to our business.

 If
we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely
affected.

 Our
research and development and drug candidates and future commercial manufacturing may involve the use of hazardous materials and various
chemicals. We currently do not maintain a research laboratory, but we engage third-party research organizations and manufacturers to
conduct our preclinical studies, clinical trials and manufacturing. These third-party laboratories and manufacturers are subject to federal,
state and local laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. We
must rely on the third parties' procedures for storing, handling and disposing of these materials in their facilities to comply
with the relevant guidelines of the states in which they operate and the Occupational Safety and Health Administration of the U.S. Department
of Labor. Although we believe that their safety procedures for handling and disposing of these materials comply with the standards mandated
by applicable regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. If an accident occurs,
this could result in significant delays in our development. We are also subject to numerous environmental, health and workplace safety
laws and regulations. Although we maintain workers' compensation insurance to cover us for costs and expenses we may incur due
to injuries to our employees, this insurance may not provide adequate coverage against potential liabilities. Additional federal, state
and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with,
and substantial fines or penalties if we violate, any of these laws or regulations.

 Risks
Associated to our Common Stock

 If we fail to comply
with the continued minimum closing bid requirements of Nasdaq by April 28, 2025 or other requirements for continued listing, including
stockholder equity requirements, our common stock may be delisted and the price of our common stock and our ability to access the capital
markets could be negatively impacted.

 Our common
stock is listed for trading on Nasdaq. We must satisfy Nasdaq's continued listing requirements, including, among other things, a
minimum closing bid price requirement of $1.00 per share for 30 consecutive business days. If a company's common stock trades for
30 consecutive business days below the $1.00 minimum closing bid price requirement, Nasdaq will send a deficiency notice, advising that
such company has been afforded a "compliance period" of 180 calendar days to regain compliance with the applicable requirements.
Thereafter, if such a company does not regain compliance with the bid price requirement, a second 180-day compliance period may be available,
provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements
for initial listing on Nasdaq, including stockholder equity requirements, which we may be unable to satisfy (except for the bid price
requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period
by effecting a reverse stock split, if necessary. In the event the company does not regain compliance with Rule 5550(a)(2) prior to the
expiration of the initial 180 calendar day period, and if it appears to the Staff of the Listing Qualifications Department of The Nasdaq
Stock Market LLC (the "Nasdaq Staff") that the company will not be able to cure the deficiency, or if the company is not otherwise
eligible, the Nasdaq Staff will provide the company with written notification that its securities are subject to delisting from Nasdaq.
At that time, the company may appeal the delisting determination to a hearings panel.

 On July 24, 2024, the Company
received a deficiency letter (the "Notification Letter") from the Nasdaq Listing Qualifications ("Nasdaq") stating
that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing
on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share,
and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues
for a period of 30 consecutive business days. The Notification Letter states that the Company has 180 calendar days, or until January
20, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's closing bid price of the
Company's common stock must have a closing bid price of at least $1.00 for a minimum of ten consecutive business days.

 On January 22, 2025, Nasdaq provided
a notice to the Company that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar
day compliance period as the Company does not comply with the requirements for initial listing on The Nasdaq Capital Market. This notification
is part of the ongoing discussions with the Nasdaq Hearings Panel (the "Panel") regarding the Company's listing status,
and the Company included this matter in its presentation to the Panel on January 30, 2025.

 On February 19, 2025, the Company
received a hearing panel decision from Nasdaq (Nasdaq Listing Qualifications Hearings Docket No. NQ 7072C-25) indicating that its provisional
plan for regaining compliance with the Nasdaq listing requirements had been accepted. For continued listing on the Nasdaq Capital Market,
the Company has until April 28, 2025 to: (1) demonstrate compliance with Nasdaq Rules 5550(a)(2) and 5550(b)(2), (2) file a public disclosure
describing any transactions undertaken by the Company to increase its equity and provide and indication of its equity following those
transactions, and (3) provide the Panel with an update on its fundraising plans and updated income projections for the next 12 months.

 If we
fail to comply with the continued minimum closing bid requirements of Nasdaq or other requirements for continued listing, including stockholder
equity requirements, our common stock may be delisted and the price of our common stock and our ability to access the capital markets
could be negatively impacted.

 Our
common stock is a "Penny Stock" subject to specific rules governing its sale to investors that could impact its liquidity.

 The
SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to our common stock,
as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve
a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and
investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination,
and states that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors sell shares of our common stock.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

 The
market price of our common stock may be volatile, and you could lose all or part of your investment.

 The
market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors,
some of which are beyond our control.

 The
market price of our common stock may fluctuate substantially and will depend on a number of factors many of which are beyond our control
and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our
common stock since you might be unable to sell your shares at or above the price you pay for the shares. Factors that could cause fluctuations
in the market price of our common stock include, but are not necessarily limited to, the following:

 price
 and volume fluctuations in the overall stock market from time to time;

 volatility
 in the market prices and trading volumes of pharmaceutical and biotechnology stocks;

 changes
 in operating performance and stock market valuations of other pharmaceutical and biotechnology companies generally, or those in our
 industry in particular;

 sales
 of shares of our common stock by us or our stockholders;

 failure
 of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company,
 or our failure to meet these estimates or the expectations of investors;

 the
 financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

 announcements
 by us or our competitors of new products or services;

 the
 public's reaction to our press releases, other public announcements and filings with the SEC;

 rumors
 and market speculation involving us or other companies in our industry;

 actual
 or anticipated changes in our operating results or fluctuations in our operating results;

 actual
 or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

 litigation
 involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

 developments
 or disputes concerning our intellectual property or other proprietary rights;

 announced
 or completed acquisitions of businesses or technologies by us or our competitors;

 new
 laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 changes
 in accounting standards, policies, guidelines, interpretations or principles;

 any
 significant change in our management; and

 general
 economic conditions and slow or negative growth of our markets.

 In
addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities,
securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could
result in substantial costs and a diversion of our management's attention and resources.

 Compliance
with the reporting requirements of federal securities laws can be expensive.

 We
are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange
Act and other federal securities laws, and certain compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing
annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial.

 Applicable
regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to
retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain
or retain listing of our common stock.

 We
may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective
management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by
principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations
and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock
exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as
directors and executive officers.

 Further,
some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual's
independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining
directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management
of our business and our ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect to
seek and are successful in obtaining such listing) could be adversely affected.

 If
we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect
fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

 We
must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal
controls to identify areas that need improvement and will continue to monitor internal controls to improve them. Failure to implement
these changes to our internal controls or any others that it identifies as necessary to maintain an effective system of internal controls
could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence
would have a negative effect on the trading price of our stock.

 Management
has concluded that, during the year-ended December 31, 2024, our internal controls and procedures were not effective to detect the inappropriate
application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial
reporting.

 1.

 We
 lack the necessary corporate accounting resources to maintain adequate segregation of duties; and

 2.

 We
 did not perform an effective risk assessment or monitor internal controls over financial reporting.

 The
price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

 The
trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

 actual
 or anticipated variations in our operating results;

 announcements
 of developments by us or our competitors;

 the
 timing of IDE and/or NDA approval, the completion and/or results of our clinical trials;

 regulatory
 actions regarding our products;

 announcements
 by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 adoption
 of new accounting standards affecting our industry;

 additions
 or departures of key personnel;

 introduction
 of new products by us or our competitors;

 sales
 of our common stock or other securities in the open market; and

 other
 events or factors, many of which are beyond our control.

 The
stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has often been initiated against such a company. Litigation initiated
against us, whether or not successful, could result in substantial costs and diversion of our management's attention and resources,
which could harm our business and financial condition.

 Investors
may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

 In
the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership
interests of our present stockholders. We may also issue additional shares of our common stock or other securities that are convertible
into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities
for capital raising purposes, or for other business purposes and some of these issuances may be at a price (or exercise prices) below
the price at which shares of our common stock is currently quoted on the NASDAQ Capital Market. The future issuance of any such additional
shares of common stock may create downward pressure on the trading price of our common stock.

 Our
common stock is controlled by insiders

 Our
officers and directors beneficially own approximately 35% of our outstanding shares of common stock. Such concentrated control of our
common stock may adversely affect the price of our common stock. Investors who acquire our common stock may have no effective voice in
the management of our operations. Sales by our insiders or affiliates, along with any other market transactions, could affect the market
price of our common stock.

 We
do not intend to pay dividends for the foreseeable future and may never pay dividends.

 We
have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common
stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of our business,
it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business
plan. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and
could significantly affect the value of any investment.

 There
can be no assurance that we will ever provide liquidity to our investors through a sale of our Company.

 While
acquisitions of pharmaceutical companies like ours are not uncommon, potential investors are cautioned that no assurances can be given
that any form of merger, combination, or sale of our Company will take place or that any merger, combination, or sale, even if consummated,
would provide liquidity or a profit for our investors. You should not invest in our Company with the expectation that we will be able
to sell the business in order to provide liquidity or a profit for our investors.

 Our
certificate of incorporation allows for our board to create new series of preferred stock without further approval by our stockholders,
which could adversely affect the rights of the holders of our common stock.

 Our
board of directors has the authority to issue shares of our preferred stock, with such relative rights and preferences as the board of
directors may determine, without further stockholder approval. As a result, our board of directors could authorize the issuance of a
series of preferred stock that would grant to holders special and unique rights, including without limitation, a preferred right to our
assets upon liquidation, a right to receive dividend payments before dividends are distributed to the holders of common stock and the
right to convert into our common stock at a price more favorable then the price at which you acquired our common stock. The issuance
of any preferred stock could decrease the value of your common stock and relative voting power of our common stock or result in dilution
to our existing stockholders.

 In
addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which may, unless certain
criteria are met, prohibit large stockholders, in particular those owning 15% or more of the voting rights on our common stock, from
engaging in certain business combinations with us for a prescribed period of time.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item
1C. Cybersecurity.

 Risk
Management and Strategy

 We
have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability
of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We
design and assess our program based on ISO 27002 standards. This does not imply that we meet any particular technical standards, specifications,
or requirements, only that we use the ISO 27002 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our
business. We engage external resources that contribute to, and provide independent evaluation of, our existing cybersecurity practices
and organizational risk assessment systems. We use established processes designed to identify, assess, and manage third-party service
provider risks when third parties handle, possess, process, and store the Company's material information. Our cybersecurity risk
management program includes (i) a policy designed to help identify material cybersecurity risks to our critical systems, information,
products, services, and our broader enterprise information technology environment; (ii) the use of external service providers to manage,
assess, test and otherwise assist with aspects of our security controls; and (iii) a cybersecurity incident response plan that includes
procedures for responding to cybersecurity incidents. We have not identified risks from known cybersecurity threats, including as a result
of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations,
business strategy, results of operations, or financial condition. However, there can be no assurance that our cybersecurity prevention
and mitigation efforts will always be successful, and it is possible that cybersecurity threats could have a material adverse effect
on our business, operations, or financial condition in the future.

 Governance

 Our
board of directors administers its cybersecurity risk oversight function through its audit committee. The audit committee is responsible
for overseeing our policies, practices and assessments with respect to cybersecurity, and provides periodic updates to our board of directors.
The audit committee receives periodic updates from management and our external third party information technology consultant regarding
the effectiveness of the systems and processes we have implemented designed to safeguard our information assets and operational integrity
from cyber threats, protect employee information from unauthorized access or attack, as well as secure our networks and systems, and
regarding other cybersecurity matters, including the results from cybersecurity systems testing and any recent cybersecurity incidents
and related responses. Our audit committee is also notified between such updates as soon as practicable regarding significant new cybersecurity
threats or incidents. The audit committee also receives a report on cybersecurity matters and related risk exposures periodically from
our Chief Financial Officer.

 Item
2. Properties.

 The
Company does not currently own any real property. The Company leases office space for its principal executive office located at 149 Fifth
Avenue, Suite 500, New York, New York 10010.

 Item
3. Legal Proceedings.

 From
time to time we may be named in claims arising in the ordinary course of business. As of December 31, 2024, no legal proceedings, government
actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management,
could reasonably be expected to have a material adverse effect on our business, financial condition, and results of operations.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is currently available for trading in the over-the-counter market and is quoted on the Nasdaq Capital Market under the symbol
"PTIX." There has been very limited market for our common stock and trading volume has been negligible. There is no guarantee
that an active trading market will develop in our common stock. The following table sets forth, for the periods indicated and as reported
on the Nasdaq Capital Market, the high and low bid prices for our common stock. Such quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not necessarily represent actual transactions.

 High

 Low

 2023(1)

 First Quarter (1)

 $
 2.36

 $
 1.38

 Second Quarter (1)

 $
 2.21

 $
 1.67

 Third Quarter (1)

 $
 2.19

 $
 1.74

 Fourth Quarter (1)

 $
 1.79

 $
 0.74

 2024(1)

 First Quarter (1)

 $
 1.82

 $
 0.76

 Second Quarter (1)

 $
 1.80

 $
 0.90

 Third Quarter (1)

 $
 1.03

 $
 0.53

 Fourth Quarter (1)

 $
 0.80

 $
 0.47

 (1)

 The
 high and low bid prices for this quarter were reported by the Nasdaq Capital Market.

 Holders

 As
of April 1, 2025, there are approximately 3,000 record holders of our common stock and zero holders of our Series B Preferred Stock.

 Dividend
Policy

 We
have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common
stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion
of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a
number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions
imposed by applicable law and other factors our board of directors deems relevant.

 Reverse
Stock Split

 On
March 22, 2023, the Company effectuated a 1 for 4 reverse stock split (the "Reverse Split"). The Company's stock began
trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 22, 2023. There was no change to the number of authorized
shares of the Company's common stock. All share and per share information in these financial statements are adjusted to reflect
the Reverse Split.

 Recent
Sales of Unregistered Securities

 None

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 You
should read the following discussion and analysis of our financial condition and results of operations together with our financial statements
and the related notes included at the end of this report. This discussion and other parts of this report contain forward-looking statements
that involve risks and uncertainties such as statements of our plans, objectives, expectations and intentions. As a result of many factors,
including those factors set forth in the "Risk factors" section of this report, our actual results could differ materially
from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 The
discussion and analysis of our financial condition and results of operations are based on Protagenic's financial statements, which
Protagenic has prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements
requires Protagenic to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting
periods. On an ongoing basis, Protagenic evaluates such estimates and judgments, including those described in greater detail below. Protagenic
bases its estimates on historical experience and on various other factors that Protagenic believes are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 We
expect to continue to incur significant expenses and minimal positive net cash flows from operations or negative net cash flows from
operations for the foreseeable future, and those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.
We anticipate that our expenses will fluctuate substantially as we:

 continue
 our ongoing preclinical studies, clinical trials and our product development activities for our pipeline of product candidates;

 seek
 regulatory approvals for any product candidates that successfully complete clinical trials;

 continue
 research and preclinical development and initiate clinical trials of our other product candidates;

 seek
 to discover and develop additional product candidates either internally or in partnership with other pharmaceutical companies;

 adapt
 our regulatory compliance efforts to incorporate requirements applicable to marketed products;

 maintain,
 expand and protect our intellectual property portfolio; and

 incur
 additional legal, accounting and other expenses in operating as a public company.

 Recent
Events

 Nasdaq
Hearings Panel

 On
July 24, 2024, the Company received a deficiency letter (the "Notification Letter") from the Nasdaq Listing Qualifications
("Nasdaq") stating that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule
5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain
a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement
exists if the deficiency continues for a period of 30 consecutive business days. The Notification Letter states that the Company has
180 calendar days, or until January 20, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's
closing bid price of the Company's common stock must have a closing bid price of at least $1.00 for a minimum of ten consecutive
business days.

 On
January 22, 2025, Nasdaq provided a notice to the Company that the Company had not regained compliance with Rule 5550(a)(2) and is not
eligible for a second 180 calendar day compliance period as the Company does not comply with the requirements for initial listing on
The Nasdaq Capital Market. This notification is part of the ongoing discussions with the Nasdaq Hearings Panel (the "Panel")
regarding the Company's listing status, and the Company included this matter in its presentation to the Panel on January 30, 2025.

 On
February 19, 2025, the Company received a hearing panel decision from Nasdaq (Nasdaq Listing Qualifications Hearings Docket No. NQ 7072C-25)
indicating that its provisional plan for regaining compliance with the Nasdaq listing requirements had been accepted. For continued listing
on the Nasdaq Capital Market, the Company has until April 28, 2025 to: (1) demonstrate compliance with Nasdaq Rules 5550(a)(2) and 5550(b)(2),
(2) file a public disclosure describing any transactions undertaken by the Company to increase its equity and provide and indication
of its equity following those transactions, and (3) provide the Panel with an update on its fundraising plans and updated income projections
for the next 12 months.

 Results
of Operations

 We
are a development stage company currently performing clinical trials to obtain Food and Drug Administration ("FDA") approval
and commercialization of our product.

the year ended December 31, 2024, we incurred a loss from operations of $5,700,950 as compared to $4,526,974 for the year ended December
31, 2023. The increase in the loss is due to an increase in research and development expense of $781,381 from $3,063,603 for the year
ended December 31, 2023 to $3,844,984 for the year ended December 31, 2024, and an increase in general and administrative expenses of
$551,502 from $1,207,107 for the year ended December 31, 2023 to $1,758,609 for the year ended December 31, 2024 offset by a decrease
in research and development expenses from related parties of $158,907 from $256,264 for the year ended December 31, 2023 to $97,357 for
the year ended December 31, 2024. The increase in research and development expense is due to additional cost related to the Company's
continued research and development efforts. The increase in general and administrative expenses was due to increased stock compensation
expense in the current year.

 Liquidity
and Capital Resources

 Since
our inception, we have incurred significant operating losses. We have not yet commercialized any of our product candidates and we do
not expect to generate revenue from sales of any product candidates for several years, if at all. To date, we have primarily financed
our operations through the public offering of our equity securities and the private placement of our convertible securities.

 In
June 2024, the SEC declared effective a shelf registration statement filed by us. This shelf registration statement allows us to issue
any combination of our common stock, preferred stock, debt securities, warrants, or units from time to time for an aggregate initial
offering price of up to $100.0 million. In July 2021, we entered into an At Market Issuance Agreement, or the ATM Agreement, with B.
Riley Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC, or the Sales Agents, under which we may issue and sell
from time to time up to $10.0 million of our common stock through or to the Sales Agents, as agent or principal. Any sale of shares of
our common stock under the Sales Agreement will be made under our shelf registration statement on Form S-3. Sales of our common stock
under the Sales Agreement are made at market prices by any method that is deemed to be an "at the market offering" as defined
in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has sold approximately 800,000 shares under the ATM Agreement.
Also, as the price of our stock has declined, the value of stock that can be sold under the ATM facility has declined. As of December
31, 2024, approximately $0.2 million of our common stock remained available for sale under the Sales Agreement.

 Operating
activities used $4,216,517 and $3,703,776 in cash for the years ended December 31, 2024 and 2023, respectively. The use of cash in operating
activities during the year ended December 31, 2024, primarily comprised of $5,525,344 net loss, $923,139 in stock compensation expense,
a decrease in prepaid expenses and other current assets of $99,627, and a $463,127 increase of accounts payable and accrued expenses,
which included payments to legal and accounting professionals, payments to consultants, and other administrative expenses.

 Investing
activities provided $2,802,880 and $4,775,482 by cash for the years ended December 31, 2024 and 2023, respectively. The cash provided
by investing activities during the year ended December 31, 2024 consisted of $3,100,000 from the sale of marketable securities and partly
offset by $297,120 in the purchase of marketable securities.

 Financing
activities provided $1,963,546 and $0 by cash for the years ended December 31, 2024 and 2023, respectively. The cash provided by financing
activities during the year ended December 31, 2024 consisted of $1,963,546 from the issuance of shares and warrants for cash.

 We
continually project anticipated cash requirements, predominantly from the ongoing funding requirements of our neuropeptide drug development
program. The majority of these expenses relate to paying external vendors such as Contract Research Organizations (CROs) and peptide
synthesizer companies. They could also include business combinations, capital expenditures, and new drug development working capital
requirements. As of December 31, 2024, we had cash of $1,838,469 and working capital of $940,108.

 We
anticipate that losses will continue for the foreseeable future. Based on our current operating plans, we believe that our cash resources
will be sufficient to fund its operations until approximately the end of the third quarter of 2025. In order to continue our operations
beyond our forecasted runway we will need to raise additional capital, and we have no committed sources of additional capital at this
time. The forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of our
expenses could vary materially and adversely as a result of a number of factors. We have based our estimates on assumptions that may
prove to be wrong, and our expenses could prove to be significantly higher than we currently anticipate. Management does not know whether
additional financing will be on terms favorable or acceptable to us when needed, if at all. If adequate additional funds are not available
when required, or if we are unsuccessful in entering into partnership agreements for further development of our product candidates, management
may need to curtail its development efforts and planned operations.

 Plan
of Operations

 Business
Overview

 The
Company is in its developmental stage, with encouraging but not conclusive evidence that its lead drug candidate, PT00014, may be effective
as an anti-anxiety and/or anti-depression drug. It is focused on confirming the efficacy of this drug candidate, along with performing
the other preclinical steps needed to progress along the pathway to bring this drug candidate into human clinical trials and eventually,
to the global market to provide a new pharmaceutical for patients suffering from anxiety or treatment-resistant depression.

 If
we are able to successfully develop our drug, PT00114, and obtain FDA approval, we could then begin marketing and selling it in the United
States and generate revenue. FDA approval to begin commercial sales is the singular gating item that will allow us to begin generating
sales revenue in the U.S., so it will have an enormous impact on our business plan and our financial condition. It is anticipated that
the sale of our drug will allow the Company to generate enough sales revenue to support all of our operations and to generate a profit.
However, given the stage of development, even if FDA Approval is obtained, we do not anticipate generating any revenue from sales prior
to 2027. On May 22, 2024, we announced the results of the single dose portion of the Phase I study for PT00114.

 Development
Milestones Currently Anticipated

 Recent
communications with the U.S. FDA have resulted in following revised guidance for clinical timelines.

 The
 Company in the process of refiling its IND application for PT00114 addressing the questions raised by regulators.

 Anticipate
 Q2 2025 Commence multiple dose portion of Phase I study for PT00114

 Anticipate
 Q2 2025 Public availability of results from multiple dose portion of Phase I study for PT00114

 Anticipate
 Q3 2025: Initiation of Phase IIa study for PT00114

 Human
Resources (current state of employees)

 The
Company has two part-time employees: Garo H. Armen, PhD, the Executive Chairman, and Alexander K. Arrow, MD, the Chief Financial Officer,
and one full-time employee, Lauren Mueller, PhD, a Senior Research Scientist. The Company also has six paid consultants: Andrew Slee,
PhD, Chief Operating Officer, Robert S. Stein, MD, PhD, Chief Medical Officer, Dalia Barsyte, PhD, Scientific Advisor, David Lovejoy,
PhD, Scientific Advisor, and Zack Armen, Strategic Advisor.

 Off
Balance Sheet Arrangements

 We
have no material off-balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital resources, or capital expenditures.

 Critical
accounting policies and estimates

 Our
discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The notes to the consolidated financial statements contained in this Annual Report describe our accounting policies used in the preparation
of the consolidated financial statements. None of those policies are deemed to be critical accounting policies nor critical
accounting estimates. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We continually
evaluate our critical accounting policies and estimates.

 Recently
Issued Accounting Pronouncements

 None

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

 See
pages F-1 through F-20 following the Exhibit Index of this Annual Report on Form 10-K.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Assessment
of the Effectiveness of Internal Controls over Financial Reporting

 Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework published in 2013. Based on its evaluation,
our management concluded that our internal control over financial reporting was not effective as of the end of the period covered by
this Annual Report on Form 10-K.

 (a)
Management's Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those
policies and procedures that:

 (i)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets;

 (ii)
provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization
of management and/or our Board of Directors; and

 (iii)
provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our
assets that could have a material effect on our financial statements.

 Due
to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 As
of December 31, 2024, management has completed a proper evaluation, risk assessment and monitoring of the Company's internal controls
over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework. Management concluded that, during
the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of
GAAP. Management identified the following material weaknesses and concluded that the internal controls over financial reporting were
not effective.

 1.

 We
 lack the necessary corporate accounting resources to maintain adequate segregation of duties. We currently rely heavily on our Executive
 Chairman, for almost every key financial duty and he has access to materially all of our financial information. Such a lack of segregation
 of duties is typical in a company with limited resources. Although the Company's Executive Chairman and Board of Directors
 review the financial statements and would most likely discover any misappropriation of funds, this cannot be assured by the existing
 system.

 2.

 Limited
 level of multiple reviews in connection with the financial reporting process.

 This
annual report does not include an attestation report by our independent registered public accounting firm regarding internal control
over financial reporting. As we are neither a large accelerated filer nor an accelerated filer, our management's report was not
subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit
us to provide only management's report in this annual report.

 (b)
Evaluation of Disclosure Controls and Procedures

to Rule 13a–15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company's
management, including the Company's Board of Directors, the Chief Executive Officer and the Chief Financial Officer, of the effectiveness
of the Company's disclosure controls and procedures (as defined under Rule 13a–15(e) under the Exchange Act) as of the end
of the period covered by this Report. Based upon that evaluation, the Company's management concluded that the Company's disclosure
controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in
the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management to allow
timely decisions regarding required disclosure due to the following:

 1.

 We
 do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and
 nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent
 possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate
 individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls
 and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 2.

 Limited
 level of multiple reviews among those tasked with preparing the financial statements.

the quarter ended December 31, 2024, the Company analyzed and documented accounting policies and procedures. In addition,
management implemented certain policies and procedures but concluded that material weaknesses still exist and that such controls are
not effective under the COSO framework. These material weaknesses could result in a material misstatement to the annual or interim consolidated
financial statements that would not be prevented or detected.

 Remediation
Plan

 To
address the material weakness described above, we have engaged an independent third party to enhance our segregation of duties.

 Since
we remain a small Company, with limited segregation of duties, the third party has identified certain areas where we can layer in added
controls and procedures. Management intends to implement such controls and procedures in the future.

 Limitations
on the Effectiveness of Controls. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect
that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

 (c)
Changes in Internal Control over Financial Reporting

 Other
than as discussed above, there were no changes in our internal controls over financial reporting (as defined in the Exchange Act Rules
13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 [Not
applicable].

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Executive
Officers and Directors

 The
following sets forth certain information with respect to our executive officers and directors.

 Name

 Age

 Position(s)

 Garo
 H. Armen

 Executive
 Chairman of the Board of Directors

 Alexander
 K. Arrow

 Chief
 Financial Officer

 Robert
 B. Stein

 Director,
 Chief Medical Officer

 Andrew
 Slee

 Chief
 Operating Officer

 Khalil
 Barrage

 Timothy
 Wright

 Brian
 Corvese

 Jennifer
 Buell

 Garo
H. Armen, PhD, Executive Chairman, is one of our founders and joined us in September 2004. Dr. Armen is Chairman and Chief Executive
Officer of Agenus Inc., a biotechnology company he co-founded in 1994. From mid-2002 through 2004, he also served as Chairman of the
Board of directors of the biopharmaceutical company Elan Corporation, plc, which he successfully restructured. Prior to Agenus Inc.,
Dr. Armen established Armen Partners, a money management firm specializing in biotechnology and pharmaceutical companies, and was the
architect of the widely publicized creation of the Immunex Lederle oncology business in 1993. Earlier, he was a senior vice president
of research at Dean Witter Reynolds, having begun his career on Wall Street as an analyst and investment banker at EF Hutton. In 2002,
Dr. Armen founded the Children of Armenia Fund, a nonprofit organization dedicated to significantly rebuilding and revitalizing impoverished
rural Armenian towns to provide immediate and sustainable benefits to children and youth. He received the Ellis Island Medal of Honor
in 2004 for his humanitarian efforts, and received the Sabin Humanitarian Award from the Sabin Vaccine Institute in 2006 for his achievements
in biotechnology and progressing medical research. Dr. Armen was also the Ernst & Young 2002 New York City Biotechnology Entrepreneur
of the Year, and received a Wings of Hope Award in 2005 from The Melanoma Research Foundation for his ongoing commitment to the melanoma
community. Dr. Armen received a PhD in physical chemistry from the Graduate Center, City University of New York, after which he worked
as a research fellow at Brookhaven National Laboratories in Long Island, NY.

 Alexander
K. Arrow, M.D., CFA, Chief Financial Officer. Dr. Arrow became our Chief Financial Officer in February 2016. Dr. Arrow is the Chief
Executive Officer of Corramedical, Inc., a medical device manufacturer whose mission is to provide physicians with the tools needed to
make use of all the cellular resources they extract from their patients. He was previously the CFO of Carlsmed, Inc., a spinal implant
manufacturer providing 3-D printed personalized spinal implants to spine surgeons. He serves on the Board of Directors of Insightful
Instruments, Inc., a developmental stage ophthalmology tool company. He previously served on the Boards of Paragonix Technologies, which
developed and sold the leading solid organ transportation device and was acquired in September 2024 by Getinge AB for $469 million, and
Neumedicines, Inc., a company developing protein therapeutics in Oncology, Hematology and Immunology, and as a director and as Chairman
of the Audit and Compensation Committees of Biolase, Inc. (NASDAQ: BIOL) from 2010 through 2014, as well as the President and Chief Operating
Officer. Biolase, Inc. was the leading manufacturer of dental lasers. Before Biolase, he was the Chief Medical and Strategic Officer
of Circuit Therapeutics, Inc., in the field of optogenetics. From 2007 through 2012, Dr. Arrow was the Chief Financial Officer of Arstasis,
Inc., a cardiology device manufacturer. From 2002 to 2007, he headed medical technology equity research at the global investment bank
Lazard Capital markets, LLC. Dr. Arrow spent two years 1999-2001 as Chief Financial Officer of the Patent & License Exchange, and
three years as the life sciences research analyst at Wedbush Morgan Securities. He received his CFA in 1999. He was awarded an M.D. from
Harvard Medical School in 1996 and a B.A. in Biophysics, magna cum laude, from Cornell University in 1992.

 Robert
B. Stein, MD, PhD., Director, Chief Medical Officer, joined us effective the closing of the Merger in February, 2016. Dr. Robert
B. Stein retired as President of R&D at Agenus Inc. in April 2017. He continues as Senior Advisor, R&D for both Agenus, Inc.
and its cell therapy partially-owned subsidiary MiNK Therapeutics (Nasdaq: INKT). Dr. Robert B. Stein lead Agenus' Research, Preclinical
Development and Translational Medicine functions. He helps shape clinical development strategy for vaccines and adjuvants. Additionally,
he lead integration of the 4-Antibody, PhosImmune, and Xoma Pilot Plant acquisitions, which includes the company's fully human
antibody drug discovery and optimization technology platform, and portfolio of immune checkpoint antibody programs. Over his 35 years
of experience in the biopharmaceutical industry he played a pivotal role in bringing to the market Sustiva, Fablyn,
Viviant, PanRetin, TargRetin, Promacta and Eliquis. Prior
to joining Agenus, he held executive management positions at Ligand Pharmaceuticals, DuPont Merck, Incyte Pharmaceuticals, Roche Palo
Alto and KineMed. Dr. Stein began his career at Merck, Sharp and Dohme. He holds an MD and a PhD in Physiology & Pharmacology from
Duke University. Dr. Stein filed a personal voluntary bankruptcy petition under Chapter 7 in August of 2012 and the bankruptcy was discharged
in May 2013.

 Andrew
Slee, PhD, Chief Operating Officer. Dr. Andy Slee joined us in April 2016. During his 37-year pharmaceutical career, Mr. Slee has
taken several drugs from inception through all their pre-clinical and early clinical testing. During the past 37 years, he has worked
for Preclinical CROs, immune-oncology companies and natural product companies focusing on anti-infectives, cancer, CNS, diabetes and
inflammatory diseases. Spreading his influence beyond a single company, he created and ran his own Contract Research Organization (CRO),
VivoSource Laboratories, which for ten years from 2003 to 2013 provided preclinical proof of concept catering to biopharmaceutical companies.
For the 18 years before that, Mr. Slee shepherded multiple pharma targets in several therapeutic areas from inception onward at DuPont
Pharmaceuticals. He is a graduate of Syracuse University and Leeds University.

 Khalil
Barrage, Director, joined us in July, 2007. Mr. Khalil Barrage has served as a Managing Director of The Invus Group, LLC since 2003,
in charge of the Public Equities Group that he set up in September 2003. Invus manages over $3B of capital, with a primary focus is on
private equity investments, biotechnology and health care. In addition, Invus manages a fund-of-funds liquid alternative investment and,
most recently, the newly established public equities portfolio activity. Mr. Barrage is a value investor. He started his career in 1988
with The Olayan Group, a multibillion private group. He was in charge of the group's US public equities portfolio, overseeing more
than $2 billion of assets. Mr. Barrage holds a BA from American University of Beirut.

 Brian
J. Corvese, Director, joined us on July 28, 2017, filling the open board seat vacated by Gregory H. Ekizian. Since 1999, Mr. Corvese
has been the President and Founder of Vencor Capital ("Vencor"), a private equity firm with telecommunications and technology
investments in the Middle East and Mediterranean regions. Prior to working at Vencor, Mr. Corvese worked on investments in the U.S. and
global equity markets as a Managing Director and partner at Soros Fund Management, the largest hedge fund in the world at the time. From
1988 to 1996, Mr. Corvese was a partner at Chancellor Capital Management ("Chancellor"), a $25 billion money management firm.
While at Chancellor, Mr. Corvese was a Portfolio Manager with responsibility for investments made in basic industries, restructurings,
and special situations, corporate governance investments, as well as founded and managed his own hedge fund. From 1981 to 1988, Mr. Corvese
was with Drexel Burnham Lambert ("Drexel") as an equity analyst following the chemical and specialty chemical industries
and participated in a significant number of merger and acquisition activities. While at Drexel, Mr. Corvese was a member of the top chemical
and specialty chemical research team, as ranked by Institutional Investor. Mr. Corvese currently serves on the board of directors of
Agenus Inc. and the National Telecommunications Corporation, based in Cairo, Egypt. Mr. Corvese earned degrees in finance and political
science from The University of Rhode Island and attended New York University Graduate School. With over 30 years of experience in the
financial industry, Mr. Corvese brings substantial financial expertise to our Board.

 Timothy
Wright, Director, joined us on November 23, 2022, filling the open board seat vacated by Joshua Silverman. Mr. Wright was the Chief
Executive Officer of MiMedX Group, Inc., a position he held from May 2019 through September 2022. MiMedX is an advanced wound care and
emerging therapeutic biologics company. He is currently the senior advisor to the Wake Forest Institute of Regenerative Medicine and
a Director of BIORG, a human organoid development company. Mr. Wright also currently serves on the board of directors of Agenus Inc.,
which he has served on since 2006. Mr. Wright also serves as a Partner at Signal Hill Advisors, LLC, a position he has held since February
2011. In addition, Mr. Wright serves as Chairman of The Ohio State University Comprehensive Cancer Center Drug Development Institute
and Director of the Ohio State University Innovation Foundation. Mr. Wright previously held several executive roles at Covidien (now
Medtronic), Teva Pharmaceuticals Industries Ltd., DuPont Merck, Elan Bio-Pharmaceuticals, M2Gen Corp. and Curaxis Pharmaceuticals Corporation.
As our Lead Director, Mr. Wright brings 32 years of experience on boards of companies in North America, Europe, Asia and Japan.

 Jennifer
Buell, PhD, Director, joined our board in July 2020. Dr. Buell is the President and Chief Operating Officer of Agenus, Inc., where
she has previously served as served as the Head of Global R&D operations, Head of Research, and Chief Communications and External
Affairs Officer. She is also the president of Agenus' cell therapy partially-owned subsidiary MiNK Therapeutics, Inc, (Nasdaq:
INKT). With 20 years of biopharmaceutical R&D experience, Dr. Buell has extensive knowledge in advancing discovery candidates through
development and experience communicating with external stakeholders including regulators, investors, and collaborators. She has a proven
record of success in R&D leadership, most recently at Agenus, where she led high performing teams in advancing candidates into the
clinic and delivered on key alliance collaborations. Prior to joining Agenus, Dr. Buell held leadership positions in R&D operations
at Bristol-Myers Squibb and later was responsible for Program and Alliance Management at Harvard Clinical Research Institute (Baim),
where she was involved in the development strategy and operations for a portfolio of industry and government sponsored clinical programs.
Dr. Buell obtained her PhD in Cellular, Biochemical, and Molecular Biochemistry with an MS in Biostatistics from Tufts University in
Boston.

 Consultants
and Advisors

 David
A. Lovejoy, PhD, Scientific Advisor, is one of our founders and joined us in September 2004. He holds a PhD in Neuroendocrinology
from the University of Victoria (Victoria, BC) and spent three years at the Clayton Foundation Laboratories for Peptide Biology at the
Salk Institute (San Diego, CA) as a postdoctoral fellow. Dr. Lovejoy took his first academic appointment at the University of Manchester
(Manchester, UK), one of the United Kingdom's top-ranking research universities. He joined the University of Toronto (Toronto,
Ontario) in 2000 and is currently Professor of Neuroendocrinology in the Department of Cell and Systems Biology at the University of
Toronto. He is the author of more than 210 scientific publications including three books in the field and an Associate Editor for a scientific
journal and is inventor or co-inventor on all of our intellectual property.

 Dalia
Barsyte PhD, Scientific Advisor. Dr. Dalia Barsyte received her PhD in molecular and cellular biology from the University of Manchester,
UK. She did the postdoctoral training at the University of Manchester and Ontario Cancer Institute, and currently is a scientist at the
University of Toronto, Structural Genomics Consortium, where she has been employed since 2009. Dr. Barsyte is an inventor on one of the
key Protagenic patents and author of over 50 scientific publications in oncology and neuroscience. Dr. Barsyte's scientific interests
include exploring chemical biology in therapeutic target validation through peptide or small molecule chemical probe compounds as well
as novel in vitro models of disease based on patient derived cell culture.

 Zack
Armen, Strategic Advisor. Mr. Armen became involved with Protagenic in Fall 2018, and brings experience in strategic finance and
life sciences venture investing to the company through roles at Goldman Sachs, Flagship Pioneering, CiBO Technologies, and his current
role as Director of Corporate Development at Valo Health.

 Mark
Berg, Strategic Consultant. Mr. Berg became a strategic consultant to Protagenic in January 2022. He brings several decades of perspective
regarding publicly-traded biotechnology companies' perceptions by investors.

Independence

 Each
of Messrs. Corvese, Wright, and Barrage are "independent" members of our board of directors as "independence"
is defined in Nasdaq Marketplace Rule 5605(a)(2).

 Family
Relationships

 There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by our stockholders or
us to become directors or executive officers. There is one family relationship between Strategic Advisor Zack Armen and our Executive
Chairman, Garo Armen (Garo Armen is Zack Armen's father).

 Involvement
in Certain Legal Proceedings

 To
our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 except
as set forth above with respect to Dr. Stein, had any bankruptcy petition filed by or against the business or property of the person,
or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time
of the bankruptcy filing or within two years prior to that time; been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring,
suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings
and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation
of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity; or been the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered
entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member.

 Code
of Business Conduct and Ethics

 On
February 24, 2017, we adopted a written Code of Business Conduct and Ethics. Guidelines on Significant Governance Issues, and Process
for Security Holder Communications with Directors, each of which is filed as an exhibit to this annual report.

 Board
Committees

 Our
board of directors has established five standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate
Governance Committee, a Science Committee and a Clinical and Regulatory Committee. Each of these committees will operate under a charter
that has been approved by our board of directors.

 Audit
Committee. The Audit Committee will oversee and monitor our financial reporting process and internal control system, review and evaluate
the audit performed by our registered independent public accountants and reports to the Board any substantive issues found during the
audit. The Audit Committee will be directly responsible for the appointment, compensation and oversight of the work of our registered
independent public accountants. The Audit Committee will review and approve all transactions with affiliated parties. The Audit Committee
shall be comprised on two or more independent directors who shall be appointed annually and subject to removal by the Board at any time.
Each member of the Audit Committee shall meet the independence requirements of The NASDAQ Stock Market, LLC, and SEC regulations, as
well as any other applicable requirements. Messrs. Corvese (Committee Chairperson), Wright, and Barrage comprise the Audit Committee,
each of whom meets the independence requirements. In addition, the Board also designated Brian Corvese as an "audit committee financial
expert," as that term is defined by the NSADAQ Listing Rules and SEC regulations.

Committee. The Compensation Committee will provide advice and make recommendations to the board in the areas of employee salaries,
benefit programs and director compensation. The Compensation Committee will also review the compensation of our President, Chief Executive
Officer, and other officers and make recommendations in that regard to the board as a whole. The Compensation Committee shall be comprised
on three or more directors who shall be appointed annually and subject to removal by the Board at any time. The Compensation Committee
must have at least two members, and must consist solely of independent directors. Messrs. Barrage, Corvese, and Wright comprise the Compensation
Committee and are all independent.

 Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee will nominate individuals to be elected to
the full board by our stockholders. The Nominating and Corporate Governance Committee will determine the slate of director nominees for
election to the Board, to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, to review
the Company's policies and programs that relate to matters of corporate responsibility, including public issues of significance
to the Company and its stockholders. The Nominating and Corporate Governance Committee shall be comprised on two or more directors who
shall be appointed annually and subject to removal by the Board at any time. Each member of the Nominating and Corporate Governance Committee
may or may not meet the independence requirements of The NASDAQ Stock Market, LLC and SEC regulations. Messrs. Wright (Committee Chairperson),
and Mr. Corvese comprise the Nominating and Corporate Governance Committee.

 Science
Committee. The Science Committee will meet regularly to review the strategic direction being taken by Management with respect to
developing the Company's scientific assets. A key function of the Science Committee is to ensure that the Company is targeting
disease indications for its drug candidates that take full advantage of the drug candidates' potential, within the constraints
of the working capital available to the Company. This process is expected to continually necessitate difficult choices concerning how
many disease targets to pursue. The Science Committee will be directly responsible for the appointment, compensation and oversight of
the Company's top scientific staff. The Science Committee will review and approve all major contractual agreements with contract
research organizations. Each member of the Science Committee may or may not meet the independence requirements of The NASDAQ Stock Market,
LLC and SEC regulations Drs. Stein (Committee Chairperson), Buell, and Armen comprise the Science Committee.

 Clinical
and Regulatory Committee: The Clinical and Regulatory committee will meet at least once per year to review progress of the clinical
trial programs of the Company. The Clinical and Regulatory committee was created in July 2020 and Dr. Jennifer Buell was appointed as
its chair. Each member of the Clinical and Regulatory Committee may or may not meet the independence requirements of The NASDAQ Stock
Market, LLC and SEC regulations. Drs. Buell (Chair), Armen, and Stein comprise the Clinical and Regulatory Committee.

 Limitation
of Directors Liability and Indemnification

 The
Delaware General Corporation Law authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability
of directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our certificate of incorporation
limits the liability of our directors to the fullest extent permitted by Delaware law.

 We
have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services
to us, including matters arising under the Securities Act. Our certificate of incorporation and bylaws also provide that we will indemnify
our directors and officers who, by reason of the fact that he or she is one of our officers or directors of our company, is involved
in any action, suit or proceeding, whether civil, criminal, administrative or investigative related to their board role with the company.

 We
have entered into indemnification agreements with each of our directors and executive officers. It is anticipated that future directors
and officers will enter into an Indemnification Agreement with us in substantially similar form. The Indemnification Agreement provides,
among other things, that we will indemnify and hold harmless each person subject to an Indemnification Agreement (each, an "Indemnified
Party") to the fullest extent permitted by applicable law from and against all losses, costs, liabilities, judgments, penalties,
fines, expenses and other matters that may result or arise in connection with such Indemnified Party serving in his or her capacity as
a director of ours or serving at our direction as a director, officer, employee, fiduciary or agent of another entity. The Indemnification
Agreement further provides that, upon an Indemnified Party's request, we will advance expenses to the Indemnified Party to the
fullest extent permitted by applicable law. Pursuant to the Indemnification Agreement, an Indemnified Party is presumed to be entitled
to indemnification and we have the burden of proving otherwise. The Indemnification Agreement also requires us to maintain in full force
and effect directors' liability insurance on the terms described in the Indemnification Agreement. If indemnification under the
Indemnification Agreement is unavailable to an Indemnified Party for any reason, we, in lieu of indemnifying the Indemnified Party, will
contribute to any amounts incurred by the Indemnified Party in connection with any claim relating to an indemnifiable event in such proportion
as is deemed fair and reasonable in light of all of the circumstances to reflect the relative benefits received or relative fault of
the parties in connection with such event.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.

 There
is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be
required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

 Item
11. Executive Compensation.

 The
following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers
and for fiscal years ended December 31, 2024 and 2023.

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary

 Bonus

 ($)

 Stock
 Awards

 ($)

 Option
 Awards

 ($)

 Non-Equity
 Incentive Plan Compensation

 ($)

 Non-

 Qualified

 Deferred

 Earnings

 ($)

 All
 Other Compensation

 ($)

 Total

 ($)

 Garo H. Armen,

 2024

 $
 108,684

 $
 108,684

 Chairman

 2023

 $

 $

 Alexander K. Arrow,

 2024

 $
 150,000

 $

 $

 $
 32,605

 $

 $

 $
 182,605

 Chief Financial Officer

 2023

 $
 150,000

 $

 $

 $

 $

 $

 $
 150,000

 Employment
Arrangements with Officers and Directors

 Dr.
Alexander Arrow, our Chief Financial Officer, receives base compensation of $150,000 per year for his part-time work for us, an increase
from the $125,000 he received until July 1, 2021, except for an 18-month period from February 2019 through August 2020 during which he
received zero cash salary and three grants totaling 88,541 options in lieu of cash salary. From 2016 through 2024, cumulatively, Dr.
Arrow received 25,000 options under the 2006 Plan and grants totaling 272,291 incentive options in the aggregate under the 2016 plan
with exercise prices of $1.74 and $7.00 per share. The terms of Dr. Arrow's option grants include full vesting acceleration upon
a change of control.

 Consulting
Agreements

 Andrew
Slee, PhD, Chief Operating Officer. In December 2020, we entered into a consulting agreement with Dr. Slee to act as our Chief Operating
Officer. We granted Dr. Slee (i) 25,000 options on April 15, 2016, at an exercise price of $5.00 per option, (ii) 18,750 options on October
16, 2017, at an exercise price of $7.00 per option, (iii) 18,750 options on July 18, 2020, at an exercise price of $7.00 per option,
(iv) 37,500 options on February 13, 2020, at an exercise price of $7.00 per option, (v) 12,500 options on February 25, 2021, at an exercise
price of $22.40, (vi) 5,000 options on January 8, 2024, at an exercise price of $0.84. and (vii) 100,000 options on March 25, 2024, at
an exercise price of $1.75.

 Dalia
Barsyte PhD, Scientific Advisor. Our subsidiary, Protagenic Therapeutics Canada (2006) Inc., entered into a consulting agreement
with Dr. Dalia Barsyte. Dr. Barsyte is responsible for overseeing i) design and development of ELISA assays for measuring TCAP, ii) evaluation
of TCAP exposure biomarker assay, iii) development of pipeline peptides, iv) development of clinically compatible formulations for TCAP,
as well as all of the bench research and development of formulation and extraction methods. Her consulting agreement is effective through
December 2017. She is compensated at the rate of up to $3,000 (Canadian) per month, if she works at least 20 hours on behalf of the Company.
As well, we have granted Dr. Barsyte 2,500 shares of our common stock and ten-year options to purchase 37,500 shares of our common stock.
Options to purchase 25,000 shares of common stock, at an exercise price of $4.00 per share, have fully vested; the options to purchase
the remaining 12,500 shares of common stock, at an exercise price of $5.00 per share, vested in March 2016. On October 16, 2017, we granted
Dr. Barsyte another ten-year option to purchase 5,000 shares of our common stock at an exercise price of $7.00 per share. On February
13, 2020, we granted Dr. Barsyte ten-year option to purchase 2,500 shares of our common stock at an exercise price of $7.00 per share.

 Robert
B. Stein, PhD, MD, Director, Chief Medical Officer. We entered into a consulting agreement with Dr. Stein effective January 2015,
and amended and restated this consulting agreement in December 2020 to appoint Dr. Stein as our Chief Medical Officer. Dr. Stein is responsible
for providing us with technical and advisory services related to our research and development efforts. On January 23, 2015, we granted
Dr. Stein ten-year options to purchase 50,000 shares of our common stock, at an exercise price of $5.00 per share (the "January
Options"). The January Options are fully vested. We granted Dr. Stein (i) 10,000 options on April 15, 2016, at an exercise price
of $5.00 per option, (ii) 50,000 options on October 16, 2017, at an exercise price of $7.00 per option, (iii) 37,500 options on February
13, 2020, at an exercise price of $5.00 per option, (iv) 12,500 options on February 25, 2021, at an exercise price of $22.40 per option,
and (v) 75,000 options on March 25, 2024, at an exercise price of $1.74 per option.

 Jennifer
Buell, PhD, Clinical and Regulatory Development Advisor. We entered into a consulting agreement with Dr. Buell effective February
2021, providing for her to do three things: (1) advise the Company's clinical and regulatory development plan to support the Company's
lead product candidate, PT00114, in support of an IND application to the U.S. Food and Drug Administration and demonstration of safety
and clinical activity in early phase clinical trials, (2) develop a panel of experts to prepare a clinical development plan and operational
plan that would enable the evaluation of safety and clinical activity of the companies lead therapeutic, PT00114, and (3) determine the
fastest development pathway of PT00114 in four key indications as defined by the Company Management. We granted Dr. Buell 50,000 nonstatutory
stock options (" NSOs ") on February 25, 2021 at an exercise price of $22.40 per share, 36,250 options on July 18, 2020
at an exercise price of $7.00 per share, and 75,000 options on March 25, 2024, at an exercise price of $1.74 per option.

 Mark
Berg, Strategic Advisor. We entered into a consulting agreement with Mr. Berg effective January 2022, providing for him to provide
strategic consulting services to the company, none of which involves direct contact with investors. We granted Mr. Berg 12,500 nonstatutory
stock options (" NSOs ") on January 26, 2022 at an exercise price of $4.84 per share.

 Going
forward, on April 15 of each fiscal year, we plan to grant each non-employee director an option under the 2016 Plan to purchase 10,000
shares of common stock, as well as an option to purchase 1,250 shares for each committee which they chair. No additional options shall
be granted for serving on a committee without being its chair. All options will be granted at fair market value, as defined in the 2016
Plan, on the date of grant, and will vest over a three-year period in equal monthly installments. Vesting will accelerate in certain
circumstances, such as a change of control of the Company, and unvested options will terminate upon the cessation of an individual's
service to us as a director.

 Non-employee
directors may be reimbursed for their reasonable expenses in attending Board and committee meetings.

 We
entered into an amended and restated consulting agreement during fiscal year 2020 with Robert B. Stein, PhD, MD, under which we issued
137,500 options on February 13, 2020, at an exercise price of $5.00 per option. During fiscal year 2021 with Robert B. Stein, PhD, MD,
under which we issued 12,500 options on February 20, 2021, at an exercise price of $22.40 per option.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Equity
Compensation Plans

 Equity
Compensation Plan Information

 Plan category

 (a)

 No.
 of securities

 to
 be issued upon exercise of outstanding options, warrants and rights

 (b)

 Weighted-average
 exercise price of outstanding options, warrants and rights

 (c)

 No.
 of securities remaining available for future issuance under equity compensation plans (excluding
 securities reflected

 in
 column (a)

 Equity compensation plans approved
 by security holders

 1,953,491

 $
 5.36

 1,822,579

 Equity compensation plans not approved by security
 holders

 Total

 1,953,491

 $
 5.36

 1,822,579

 2006
Employee, Director and Consultant Stock Plan

 On
June 17, 2016, our stockholders adopted our 2016 Equity Compensation Plan and, as a result, we terminated the 2006 Plan. We will not
grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the
terms of the particular grant and the 2006 Plan.

 The
following description of the pertinent terms of the 2006 Plan is a summary and is qualified in its entirety by the full text of the 2006
Plan.

 Administration.
 The administrator (the " Administrator ") of the 2006 Plan is the Board of Directors, except to the extent the Board
of Directors delegates its authority to the Compensation committee (the " Committee ") of the Board, in which case the
Committee shall be the Administrator.

 Terms
and Conditions of Options. Options granted under the 2006 Plan may be either "incentive stock options" that are intended
to meet the requirements of Section 422 of the Code or "nonqualified stock options" that do not meet the requirements of
Section 422 of the Code. The Administrator will determine the exercise price of options granted under the 2006 Plan. The exercise price
of stock options may not be less than the fair market value per share of our common stock on the date of grant (or 110% of fair market
value in the case of incentive stock options granted to a ten-percent stockholder).

 If
on the date of grant the common stock is listed on a stock exchange or national market system, the fair market value will generally be
the closing sale price on the date of grant. If the common stock is not traded on a stock exchange or national market system on the date
of grant, the fair market value will generally be the mean between the bid and the asked price for the common stock at the close of trading
in the over-the-counter market for the trading day on which common stock was traded immediately preceding the applicable date. If no
such prices are available, the fair market value shall be determined in good faith by the Administrator.

 No
option intended to qualify as an ISO may be exercisable for more than ten years from the date of grant (five years in the case of an
incentive stock option granted to a ten-percent stockholder). Options granted under the 2006 Plan will be exercisable at such time or
times as the Administrator prescribes at the time of grant. No employee may receive incentive stock options that first become exercisable
in any calendar year in an amount exceeding $100,000.

 Generally,
the exercise price of an option may be paid (a) in cash or by certified bank check, (b) at the discretion of the Administrator, through
delivery of shares of our common stock held for at least six months having a fair market value equal to the purchase price, (c) at the
discretion of the Administrator, by delivery of the grantee's personal note, for full, partial or no recourse, bearing interest
payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable Federal rate, as defined
in Section 1274(d) of the Code, with or without the pledge of such shares as collateral, or (d) at the discretion of the Administrator,
in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e)
at the discretion of the Administrator, by any combination of the above methods.

 No
option may be transferred other than by will or by the laws of descent and distribution, and during a recipient's lifetime an option
may be exercised only by the recipient. The Administrator will determine the extent to which a holder of a stock option may exercise
the option following termination of service with us.

 The
Administrator will determine the extent to which a holder of a stock option may exercise the option following termination of service
with us.

 Effect
of Certain Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, sale
of all or substantially all of the Company's assets other than a transaction to merely change the state of incorporation (a " Corporate
Transaction "), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder
(the " Successor Board "), shall, as to outstanding options, either (i) make appropriate provision for the continuation
of such options by substituting on an equitable basis for the Shares then subject to such options; or (ii) upon written notice to the
participants, provide that all options must be exercised (either to the extent then exercisable or, at the discretion of the Administrator,
all options being made fully or partially exercisable), within a specified number of days of the date of such notice, at the end of which
period the options shall terminate; or (iii) terminate all options in exchange for a cash payment equal to the excess of the fair market
value of the shares of common stock subject to such options (either to the extent then exercisable or, at the discretion of the Administrator,
all options being made fully or partially exercisable) over the exercise price thereof.

 Tax
Withholding. As and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and
each grantee receiving an award of shares of common stock under the 2006 Plan to pay any federal, state or local taxes required by law
to be withheld.

 2016
Equity Compensation Plan

 The
following description of the principal terms of the 2016 Plan is a summary and is qualified in its entirety by the full text of the 2016
Plan.

 Administration.
 The 2016 Plan is administered by the Compensation Committee of our Board of Directors, provided that the entire Board of Directors
may act in lieu of the Compensation Committee on any matter, subject to certain requirements set forth in the 2016 Plan. The Compensation
Committee may grant options to purchase shares of our common stock, stock appreciation rights, stock units, restricted shares of our
common stock, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The
Compensation Committee also has broad authority to determine the terms and conditions of each option or other kind of award, and adopt,
amend and rescind rules and regulations for the administration of the 2016 Plan. Subject to applicable law, the Compensation Committee
may authorize one or more reporting persons (as defined in the 2016 Plan) or other officers to make awards (other than awards to reporting
persons, or other officers whom the Compensation Committee has specifically authorized to make awards). No awards may be granted under
the 2016 Plan on or after the ten-year anniversary of the adoption of the 2016 Plan by our Board of Directors, but awards granted prior
to such tenth anniversary may extend beyond that date.

 Eligibility.
 Awards may be granted under the 2016 Plan to any person who is an employee, officer, director, consultant, advisor or other individual
service provider of the Company or any subsidiary, or any person who is determined by the Compensation Committee to be a prospective
employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.

Subject to the 2016 Plan. The aggregate number of shares of common stock proposed to be available for issuance in connection
with options and awards granted under the 2016 Plan is 750,000 shares. Incentive Stock Options may, but need not be, granted with respect
to all of the shares available for issuance under the 2016 Plan; provided, however, that the maximum aggregate number of shares of common
stock which may be issued in respect of Incentive Stock Options (after giving effect to any increases pursuant to the "evergreen"
provisions of the 2016 Plan discussed below) shall not exceed 1,500,000 shares, subject to adjustment in the event of stock, splits and
similar transactions. If any award granted under the 2016 Plan payable in shares of common stock is forfeited, cancelled, or returned
for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld
to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited,
or which were withheld, will be available for future grants under the 2016 Plan.

 In
addition, the 2016 Plan contains an "evergreen" provision allowing for an annual increase in the number of shares of our
common stock available for issuance under the 2016 Plan on January 1 of each year during the period beginning January 1, 2017, and ending
on (and including) January 1, 2026. The annual increase in the number of shares shall be equal to (i) five point five percent (5.5%)
of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, or (ii) with respect to shares
of common stock which may be issued under the 2016 Plan other than in respect to Incentive Stock Options, the difference between (x)
eighteen percent (18%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, and
(y) the total number of shares of common stock reserved under the 2016 Plan on December 31st of such preceding calendar year (including
shares subject to outstanding awards, issued pursuant to awards or available for future awards) if such amount is greater than the amount
determined in (i) immediately above; provided, however, that our Board may act prior to the first day of any calendar year to provide
that there shall be no increase such calendar year, or that the increase shall be a lesser number of shares of common stock than would
otherwise occur. On January 1, 2017, 2019, and 2020, each year 141,095 shares of common stock were added to the 2016 Plan pursuant to
this evergreen provision. On January 1, 2021, 142,457 shares of common stock were added to the 2016 Plan pursuant to this evergreen provision.
On January 1, 2022, 184,260 additional shares of common stock are available for issuance under the 2016 Plan as a result of operation
of the evergreen provision: (a) 141,070 shares resulting from operation of the evergreen provision in 2019, which were never previously
registered and (b) 43,191 shares resulting from operation of the evergreen provision in 2022. On January 1, 2023, 184,594 additional
shares of common stock are available for issuance under the 2016 Plan as a result of operation of the evergreen provision resulting from
operation of the evergreen provision in 2022. On January 1, 2024, 196,857 additional shares of common stock are available for issuance
under the 2016 Plan as a result of operation of the evergreen provision resulting from operation of the evergreen provision in 2022.

 Terms
and Conditions of Options. Options granted under the 2016 Plan may be either "incentive stock options" that are intended
to meet the requirements of Section 422 of the Code or "nonqualified stock options" that do not meet the requirements of
Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2016 Plan. The exercise
price of stock options may not be less than the fair market value, on the date of grant, per share of our common stock issuable upon
exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder).

 If
on the date of grant the common stock is listed on a stock exchange or national market system, the fair market value shall generally
be the closing sale price as of such date, or if there were no trades recorded on such date, then the most recent date preceding such
date on which trades were recorded. If on the date of grant the common stock is traded in an over-the-counter market, the fair market
will generally be the average of the closing bid and asked prices for the shares of common stock as of such date, or, if there are no
closing bid and asked prices for the shares of common stock on such date, then the average of the bid and asked prices for the shares
of common stock on the most recent date preceding such date on which such closing bid and asked prices are available. If the common stock
is not listed on a national securities exchange or national market system or traded in an over-the-counter market, the fair market value
shall be determined by the Compensation Committee in a manner consistent with Section 409A of the Code. Notwithstanding the foregoing,
if on the date of grant the common stock is listed on a stock exchange or is quoted on a national market system, or is traded in an over-the-counter
market, then solely for purposes of determining the exercise price of any grant of a stock option or the base price of any grant of a
stock appreciation right, the Compensation Committee may, in its discretion, base fair market value on the last sale before or the first
sale after the grant, the closing price on the trading day before or the trading day of the grant, the arithmetic mean of the high and
low prices on the trading day before or the trading day of the grant, or any other reasonable method using actual transactions of the
common stock as reported by the exchange or market on which the common stock is traded. In addition, the determination of fair market
value also may be made using any other method permitted under Treasury Regulation section 1.409A-1(b)(5)(iv).

 No
option may be exercisable for more than ten years from the date of grant (five years in the case of an incentive stock option granted
to a ten-percent stockholder). Options granted under the 2016 Plan will be exercisable at such time or times as the Compensation Committee
prescribes at the time of grant. No employee may receive incentive stock options that first become exercisable in any calendar year in
an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of a nonqualified stock option to exercise
the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue
to be subject to the vesting requirements that applied to the option before exercise.

 Generally,
the option price may be paid in cash or by bank check, or such other means as the Compensation Committee may accept. As set forth in
an award agreement or otherwise determined by the Compensation Committee, in its sole discretion, at or after grant, payment in full
or part of the exercise price of an option may be made (a) in the form of shares of common stock that have been held by the participant
for such period as the Compensation Committee may deem appropriate for accounting purposes or otherwise, valued at the fair market value
of such shares on the date of exercise; (ii) by surrendering to the Company shares of common stock otherwise receivable on exercise of
the option; (iii) by a cashless exercise program implemented by the Compensation Committee in connection with the 2016 Plan; and/or (iv)
by such other method as may be approved by the Compensation Committee and set forth in an award agreement.

 No
option may be transferred other than by will or by the laws of descent and distribution, and during a recipient's lifetime an option
may be exercised only by the recipient or the recipient's guardian or legal representative. However, the Compensation Committee
may permit the transfer of a nonqualified stock option, share-settled stock appreciation right, restricted stock award, performance share
or share-settled other stock-based award either (a) by instrument to the participant's immediate family (as defined in the 2016
Plan), (b) by instrument to an inter vivos or testamentary trust (or other entity) in which the award is to be passed to the participant's
designated beneficiaries, or (c) by gift to charitable institutions. The Compensation Committee will determine the extent to which a
holder of a stock option may exercise the option following termination of service.

 Stock
Appreciation Rights. The Compensation Committee may grant stock appreciation rights independent of or in connection with an option.
The Compensation Committee will determine the terms applicable to stock appreciation rights. The base price of a stock appreciation right
will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share of our common stock
with respect to the date of grant of such stock appreciation right. The maximum term of any SAR granted under the 2016 Plan is ten years
from the date of grant. Generally, each SAR stock appreciation right will entitle a participant upon exercise to an amount equal to:

 the
 excess of the fair market value of a share of common stock on the date of exercise of the stock appreciation right over the base
 price of such stock appreciation right, multiplied by

 the
 number of shares as to which such stock appreciation right is exercised.

 Payment
may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation
Committee.

 Restricted
Stock and Stock Units. The Compensation Committee may award restricted common stock and/or stock units under the 2016
Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result
in forfeiture if specified conditions are not satisfied. Stock units confer the right to receive shares of our common stock, cash, or
a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation
Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or
stock units, which may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of
the shares as and when dividends are paid to stockholders or at the times of vesting or other payment of the restricted stock award.
Stock unit awards may be granted with dividend equivalent rights, which may be accumulated and may be deemed reinvested in additional
stock units, as determined by the Compensation Committee in its discretion. If any dividend equivalents are paid while a stock unit award
is subject to restrictions, the dividend equivalents shall be subject to the same restrictions on transferability as the underlying stock
units, unless otherwise set forth in an award agreement. Unless the Compensation Committee determines otherwise, holders of restricted
stock will have the right to vote the shares.

 Performance
Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the
2016 Plan. Performance shares and performance units are awards which are earned during a specified performance period subject to the
attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions
and conditions applicable to each award of performance shares and performance units.

 Incentive
Bonus Awards. The Compensation Committee may award Incentive Bonus Awards under the 2016 Plan. Incentive Bonus Awards may be
based upon the attainment of specified levels of Company or subsidiary performance as measured by pre-established, objective performance
criteria determined at the discretion of the Compensation Committee. Incentive Bonus Awards will be paid in cash or common stock, as
set forth in an award agreement.

 Other
Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards
under the 2016 Plan, including the grant or offer for sale of unrestricted shares of our common stock and payment in cash or otherwise
of amounts based on the value of shares of common stock.

 Section
162(m) Compliance. If stock or cash-based awards are intended to satisfy the conditions for deductibility under Section 162(m)
of the Code as "performance-based compensation," the performance criteria will be selected from among the following, which
may be applied to our Company as a whole, any subsidiary or any division or operating unit thereof: (a) pre-tax income; (b) after-tax
income; (c) net income; (d) operating income or profit; (e) cash flow, free cash flow, cash flow return on investment, net cash provided
by operations, or cash flow in excess of cost of capital; (f) earnings per share; (g) return on equity; (h) return on sales or revenues;
(i) return on invested capital or assets; (j) cash, funds or earnings available for distribution; (k) appreciation in the fair market
value of the common stock; (l) operating expenses; (m) implementation or completion of critical projects or processes; (n) return on
investment; (o) total return to stockholders; (p) dividends paid; (q) net earnings growth; (r) related return ratios; (s) increase in
revenues; (t) the Company's published ranking against its peer group of pharmaceutical companies based on total stockholder return;
(u) net earnings; (v) changes (or the absence of changes) in the per share or aggregate market price of the common stock; (w) number
of securities sold; (x) earnings before or after any one or more of the following items: interest, taxes, depreciation or amortization,
as reflected in the Company's financial reports for the applicable period; (y) total revenue growth; (z) economic value created;
(aa) operating margin or profit margin; (bb) share price or total stockholder return; (cc) cost targets, reductions and savings, productivity
and efficiencies; (dd) strategic business criteria, consisting of one or more objectives based on meeting objectively determinable criteria:
specified market penetration, geographic business expansion, progress with research and development activities, investor satisfaction,
employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions,
divestitures, joint ventures and similar transactions, and budget comparisons; (ee) objectively determinable personal or professional
objectives, including any of the following performance goals: the implementation of policies and plans, the negotiation of transactions,
the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion
of other corporate transactions, and (ff) any combination of, or a specified increase or improvement in, any of the foregoing.

 At
the end of the performance period established in connection with any award, the Compensation Committee will determine the extent to which
the performance goal or goals established for such award have been attained, and shall determine, on that basis, the number of performance
shares or performance units included in such award that have been earned and as to which payment will be made. The Compensation Committee
will certify in writing the extent to which it has determined that the performance goal or goals established by it for such award have
been attained.

 With
respect to awards intended to be performance-based compensation under Section 162(m) of the Code, no participant of the 2016 Plan may
receive in any one fiscal year (a) options or stock appreciation rights relating to more than 250,000 shares of our common stock, and
(b) stock units, restricted shares, performance shares, performance units or other stock-based awards that are denominated in shares
of common stock relating to more than 250,000 shares of our common stock in the aggregate. The maximum dollar value payable to any participant
for a fiscal year of the Company with respect to stock units, performance units or incentive bonus awards or other stock-based awards
that may be settled in cash or other property (other than common stock) is $1,500,000.

 Effect
of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award, provide for the effect
of a change in control (as defined in the 2016 Plan) on any award, including (i) accelerating or extending the time periods for exercising,
vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing
for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification
or adjustment to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of participants
upon or following a change in control. The Compensation Committee may, in its discretion and without the need for the consent of any
recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause
any or all outstanding options and stock appreciation rights to become immediately exercisable, in whole or in part; (b) cause any other
awards to become non-forfeitable, in whole or in part; (c) cancel any option or stock appreciation right in exchange for a substitute
option; (d) cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award
of the capital stock of any successor corporation; (e) redeem any restricted stock, stock unit, performance share or performance unit
for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock
on the date of the change in control; (f) cancel any option or stock appreciation right in exchange for cash and/or other substitute
consideration based on the value of our common stock on the date of the change in control, and cancel any option or stock appreciation
right without any payment if its exercise price exceeds the value of our common stock on the date of the change in control; (g) cancel
any stock unit or performance unit held by a participant affected by the change in control in exchange for cash and/or other substitute
consideration with a value equal to the fair market value per share of common stock on the date of the change in control, or (h) make
such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

 Amendment,
Termination. The 2016 Plan will remain in effect until March 2026, or, if earlier, when awards have been granted covering all
available shares under the 2016 Plan or the 2016 Plan is otherwise terminated by the Board. The Board may amend the terms of awards in
any manner not inconsistent with the 2016 Plan, provided that no amendment shall adversely affect the rights of a participant with respect
to an outstanding award without the participant's consent. In addition, our Board of Directors may at any time amend, suspend,
or terminate the 2016 Plan, provided that (i) no such amendment, suspension or termination shall materially and adversely affect the
rights of any participant under any outstanding award without the consent of such participant and (ii) to the extent necessary and desirable
to comply with any applicable law, regulation, or stock exchange rule, the 2016 Plan requires us to obtain stockholder consent. Stockholder
approval is required for any plan amendment that increases the number of shares of common stock available for issuance under the 2016
Plan or changes the persons or classes of persons eligible to receive awards.

 Tax
Withholding. The Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulations to be withheld.

 Recoupment
Policy. Awards granted under the 2016 Plan will be subject to any provisions of applicable law providing for the recoupment or
clawback of incentive compensation, such as provisions imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection
Act; the terms of any Company recoupment, clawback or similar policy in effect at the time of grant of the award; and any recoupment,
clawback or similar provisions that may be included in the applicable award agreement.

 Federal
Income Tax Consequences. The following is a brief summary of the U.S. federal income tax consequences applicable to awards granted
under the 2016 Plan based on the federal income tax laws in effect on the date of this report. This summary is not intended to be exhaustive
and does not address all matters relevant to a particular participant based on his or her specific circumstances. The summary expressly
does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including
the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following
is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances
may vary, the Company advises all participants to consult their own tax advisor concerning the tax implications of awards granted under
the 2016 Plan.

 A
recipient of a stock option or stock appreciation right will not have taxable income upon the grant of the stock option or stock appreciation
right. For non-statutory stock options and stock appreciation rights, the participant will recognize ordinary income upon exercise in
an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain
or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.

 The
acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except, possibly,
for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of such
shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for
the legally-required period (two years from the date of grant and one year from the date of exercise). If the shares are not held for
the legally-required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair
market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise
price, and the balance of the gain, if any, will be afforded capital gain treatment.

 For
awards of stock grants, the participant will not have taxable income upon the receipt of the award (unless the participant elects to
be taxed at the time of the stock is granted rather than when it becomes vested). The stock grants will generally be subject to tax upon
vesting as ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if
any).

 A
participant is not deemed to receive any taxable income at the time an award of restricted stock units is granted. When vested restricted
stock units (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the
amount of cash and/or the fair market value of shares received less the amount paid for such restricted stock units (if any).

 If
the participant is an employee or former employee, the amount a participant recognizes as ordinary income in connection with any award
is subject to withholding taxes (not applicable to incentive stock options) and the Company is allowed a tax deduction equal to the amount
of ordinary income recognized by the participant. In addition, Code Section 162(m) contains special rules regarding the federal income
tax deductibility of compensation paid to the Company's chief executive officer and to certain of the Company's other executive
officers. The general rule is that annual compensation paid to any of these specified executives will be deductible only to the extent
that it does not exceed $1,000,000. However, the Company can preserve the deductibility of certain compensation in excess of $1,000,000
if such compensation qualifies as "performance-based compensation" by complying with certain conditions imposed by the Code
Section 162(m) rules (including the establishment of a maximum number of shares with respect to which awards may be granted to any one
employee during one fiscal year).

 Option
Grants and Stock Awards

 As
of December 31, 2024, we had outstanding stock options to purchase 1,953,491 shares at an average exercise price of approximately $5.36
per share. Included in the total outstanding stock options were 0 stock options granted under the 2006 Plan in 2023 and 0 nonqualified
stock options granted under the 2016 Plan in 2023 to our executive officers.

 All
awards to be made under the 2016 Plan are discretionary, subject to the terms of the 2016 Plan. Therefore, the benefits and amounts that
will be received or allocated under the 2016 Plan are generally not determinable at this time. The equity grant program for our non-employee
directors is described under the Compensation of Directors section in this proxy statement. The following table summarizes these 2016
awards to our named executive officers, all executive officers and the non-executive officer employees and consultants.

 Outstanding
Equity Awards at Fiscal Year End

 The
following table summarizes the equity awards made to our named executive officers that were outstanding at December 31, 2024.

 Name

 No.
 of Securities

 Underlying
 Unexercised Options (#) Exercisable

 No.
 of Securities

 Underlying
 Unexercised Options (#) Unexercisable

 Option

 Exercise
 Price

 Option

 Expiration
 Date

 Garo H. Armen (1)

 125,000

 -

 $
 5.00

 April
 15, 2026

 Garo H. Armen (2)

 62,500

 -

 $
 7.00

 October
 16, 2027

 Garo H. Armen (3)

 75,000

 -

 $
 7.00

 Garo H. Armen (4)

 62,500

 187,500

 $
 1.74

 March
 25, 2034

 Alexander K. Arrow (5)

 25,000

 -

 $
 5.00

 12, 2026

 Alexander K. Arrow (6)

 35,000

 -

 $
 5.00

 April
 15, 2026

 Alexander K. Arrow (7)

 -

 $
 7.00

 October
 16, 2027

 Alexander K. Arrow (8)

 10,417

 -

 $
 4.00

 1, 2029

 Alexander K. Arrow (9)

 30,000

 -

 $
 7.00

 Alexander K. Arrow (10)

 46,874

 -

 $
 7.00

 Alexander K. Arrow (11)

 31,250

 -

 $
 7.00

 July
 18, 2030

 Alexander K. Arrow (12)

 25,000

 75,000

 $
 1.74

 March
 25, 2034

 Andrew Slee (13)

 25,000

 -

 $
 5.00

 April
 15, 2026

 Andrew Slee (14)

 -

 $
 7.00

 October
 16, 2027

 Andrew Slee (15)

 37,500

 -

 $
 7.00

 Andrew Slee (16)

 -

 $
 7.00

 July
 18, 2030

 Andrew Slee (17)

 11,979

 $
 22.40

 25, 2031

 Andrew Slee (18)

 1,250

 3,750

 $
 0.84

 January
 8, 2034

 Andrew Slee (19)

 81,250

 $
 1.74

 March
 25, 2034

 Robert B. Stein (20)

 50,000

 -

 $
 5.00

 January
 22, 2030

 Robert B. Stein (21)

 10,000

 -

 $
 5.00

 April
 15, 2026

 Robert B. Stein (22)

 50,000

 -

 $
 7.00

 October
 16, 2027

 Robert B. Stein (23)

 37,500

 -

 $
 7.00

 Robert B. Stein (24)

 11,979

 $
 22.40

 25, 2031

 Robert B. Stein (25)

 56,250

 $
 1.75

 March
 25, 2034

 (1)

 Dr.
 Armen was granted a 125,000 share option grant on April 15, 2016

 (2)

 Dr.
 Armen was granted a 62,500 share option grant on October 16, 2017.

 (3)

 Dr.
 Armen was granted a 75,000 share option grant on February 13, 2020.

 (4)

 Dr.
 Armen was granted a 250,000 share option grant on March 25, 2024.

 (5)

 Dr.
 Arrow was granted a 25,000 share option grant on February 12, 2016,

 (6)

 Dr.
 Arrow was granted a 35,000 share option grant on April 15, 2016.

 (7)

 Dr.
 Arrow was granted a 18,750 share option grant on October 16, 2017.

 (8)

 Dr.
 Arrow was granted a 10,417 share option grant on February 1, 2019.

 (9)

 Dr.
 Arrow was granted a 30,000 share option grant on February 13, 2020.

 (10)

 Dr.
 Arrow was granted a 46,874 share option grant on February 13, 2020.

 (11)

 Dr.
 Arrow was granted a 31,250 share option grant on July 18, 2020.

 (12)

 Dr.
 Arrow was granted a 100,000 share option grant on March 25, 2026.

 (13)

 Dr.
 Slee was granted a 25,000 shares option grant on April 15, 2016.

 (14)

 Dr.
 Slee was granted a 18,750 shares option grant on October 16, 2017.

 (15)

 Dr.
 Slee was granted a 37,500 shares option grant on February 13, 2020.

 (16)

 Dr.
 Slee was granted a 18,750 shares option grant on July 18, 2020.

 (17)

 Dr.
 Slee was granted a 12,500 shares option grant on February 25, 2021.

 (18)

 Dr.
 Slee was granted a 5,000 shares option grant on January 8, 2024.

 (19)

 Dr.
 Slee was granted a 100,000 shares option grant on March 25, 2024.

 (20)

 Dr.
 Stein was granted a 50,000 shares option grant on January 22, 2015.

 (21)

 Dr.
 Stein was granted a 10,000 shares option grant on April 15, 2016.

 (22)

 Dr.
 Stein was granted a 50,000 shares option grant on October 16, 2017.

 (23)

 Dr.
 Stein was granted a 37,500 shares option grant on February 13, 2020.

 (24)

 Dr.
 Stein was granted a 12,500 shares option grant on February 25, 2021.

 (25)

 Dr.
 Stein was granted a 75,000 shares option grant on March 25, 2024.

 For
Drs. Armen and Arrow, following a qualified Change of Control, a resignation for Good Reason, or an involuntary termination other than
For Cause, 100% of the executives' then-unvested options shall become immediately vested.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth information regarding the beneficial ownership of the Common Stock as of March 31, 2025, unless otherwise
indicated, by (1) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of common stock,
(2) each director of the Company, (3) the Company's current executive officers, and (4) all current directors and executive officers
of the Company as a group. The persons and entities named in the table have sole voting and investment power with respect to all such
shares owned by them, unless otherwise indicated.

 Name
 and address of Beneficial Owner*

 and Nature
 of
 Beneficial
 Ownership

 Percent
 of Class

 Garo H. Armen (1)

 1,098,211
 (2)

 %

 Robert B. Stein (1)

 189,167
 (3)

 %

 Khalil Barrage (1)

 209,005
 (4)

 %

 Alexander K. Arrow (1)

 281,995
 (5)

 %

 Brian J. Corvese (1)

 79,271
 (6)

 %

 David A. Lovejoy

 144,275
 (7)

 %

 Jennifer S. Buell (1)

 115,417
 (8)

 %

 Andrew Slee (1)

 143,177
 (9)

 %

 Pete Shaver

 390,526
 (10)

 %

 All directors and executive
 officers as a group (8 persons)

 2,116,242
 (11)

 %

 *
Address for each party listed in the above table is c/o Protagenic Therapeutics, Inc., 149 Fifth Avenue, Suite 500, New York, NY 10010.

 (1)
Executive officer and/or director.

 (2)
Includes 738,489 shares of common stock. Also includes options to purchase 359,722 shares of common stock at an exercise price of $1.74,
$5.00 or $7.00 per share. Does not include options to purchase 152,778 shares that are not exercisable within 60 days of the date of
this report.

 (3)
Represents options to purchase 189,167 shares of common stock at an exercise price of $1.74, $5.00, $7.00, or $22.40 per share. Does
not include options to purchase 45,833 shares that are not exercisable within 60 days of the date of this report.

 (4)
Includes 150,880 shares of common stock and options to purchase 58,125shares of common stock at an exercise price of $1.74, or $14.60
per share. Does not include options to purchase 9,375 shares that are not exercisable within 60 days of the date of this report.

 (5)
Includes 45,815 shares of common stock and Includes options to purchase 236,180 shares of common stock at an exercise price of $1.74,
$4.00, $5.00 or $7.00 per share. Does not include options to purchase 61,111 shares that are not exercisable within 60 days of the date
of this report.

 (6)
Includes options to purchase 79,271 shares of common stock at an exercise price of $7.00 per share. Does not include options to purchase
18,229 shares that are not exercisable within 60 days of the date of this report.

 (7)
Includes 37,200 shares of common stock and options to purchase 107,075 shares of common stock in the aggregate with an exercise price
ranging from $4.00, $5.00, or $7.00 per share.

 (8)
Includes options to purchase 115,417 shares of common stock at an exercise price of $1.74, $7.00 or $22.40 per share. Does not include
options to purchase 45,833 shares of common stock that are not exercisable within 60 days of the date of this report.

 (9)
Includes options to purchase 143,177 shares of common stock at an exercise price of $1.74, $5.00, $7.00, or $22.40 per share. Does not
include options to purchase 74,323 shares of common stock that are not exercisable within 60 days of the date of this report.

 (10)
Includes 390,526 shares of common stock.

 (11)
Includes options to purchase 1,181,058 shares of common stock.

 Options Repricing

 On February 21, 2025, the Company held its 2024 Annual Meeting of Stockholders
(the "Annual Meeting") on February 21, 2025. At the Company's Annual Meeting, the Company's stockholders approved
the proposal to approve the repricing of certain outstanding stock options granted (the "Option Grants") under the Company's
2006 and 2016 Equity Incentive Plans (the "Plans") to allow the Board of Directors (the "Board") to reprice the
exercise price of outstanding stock options under the Plans. Pursuant to that authority, on February 21, 2025, the Board repriced the
Option Grants. The repriced Option Grants under the 2006 Equity Incentive Plan had original exercise prices ranging from $4.00 to $5.00
per share, and the repriced Option Grants under the 2016 Equity Incentive Plan had original exercise prices ranging from $1.74 to $19.92
per share. All of the Option Grants under the Plans were repriced to have an exercise price of $0.2655 per share, which was the closing
price of the Company's common stock on February 21, 2025.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Certain
Relationships and Related Party Transactions

 Other
than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar
transactions, since January 1, 2016, to which we were a party or will be a party, in which:

 the
 amounts involved exceeded or will exceed $120,000; and

 any
 of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the
 foregoing persons, had or will have a direct or indirect material interest.

arrangements for our named executive officers and directors are described in Item 11, Executive Compensation.

 Our
principal offices are located at 149 Fifth Avenue, Suite 500, New York, New York 10010, in a conference room of Agenus, Inc. We utilize
our principal office for quarterly board meetings and our annual shareholder meeting at no cost. Our personnel and consultants all work
remotely, the Company's basic science laboratory work is conducted in the Lovejoy Lab at the University of Toronto, and its preclinical
efficacy work is conducted at CROs. Hence the Company does not have the need for a day-to-day physical office location other than a mailing
address and conference room facility for meetings. For that reason, the Agenus conference room suits its purposes without imposing any
inconveniences upon Agenus. Dr. Armen, our Executive Chairman, is also the Chairman and Chief Executive Officer of Agenus Inc.

 2019-2020
Convertible Note Offering

 Garo
H. Armen and Khalil Barrage invested $200,000 and $200,000, respectively, in the Convertible Note Offering on the same terms as all other
Investors. These options were converted as of December 31, 2023.

 Zack
Armen

the latter part of 2018 and the first quarter of 2019, Zack Armen, the son of our Executive Chairman, Garo H. Armen, Ph. D., assisted
us in the development of slide deck presentations and summaries, video editing, and forecasting and market size projections that were
incorporated into presentations to investors and others. We have included these presentations in various Current Reports on Form 8-K
which we filed with the Securities and Exchange Commission. On June 17, 2019, the Compensation and Audit Committees of the Board authorized
the issuance to Mr. Zack Armen of 6,250 stock options under the 2016 Plan in consideration for his services. These options vested in
their entirety on issuance, have a ten-year term and are exercisable at a price of $7.00 per share. On February 21, 2020 Mr. Zack Armen
was also issued an additional 12,500 stock options that vest over 48 months and are exercisable at a price of $7.00 per share. On July
18, 2020 Mr. Zack Armen was also issued an additional 7,500 stock options that vest over 48 months and are exercisable at a price of
$7.00 per share. On February 25, 2021, 2020 Mr. Zack Armen was also issued an additional 12,500 stock options that vest over 48 months
and are exercisable at a price of $22.40 per share. On March 25, 2024 Mr. Zack Armen was also issued an additional 10,000 stock options
that vest over 48 months and are exercisable at a price of $1.74 per share.

 Policies
and Procedures for Related Party Transactions

 We
have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5%
of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or
other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such
person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter
into a transaction with us without the prior consent of our Board of Directors acting through the audit committee or, in certain circumstances,
the chairman of the audit committee. Any request for us to enter into a transaction with a related party, in which the amount involved
exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in
certain circumstances the chairman of our audit committee, for review, consideration and approval. In approving or rejecting any such
proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including,
but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party
under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or
services and the extent of the related party's interest in the transaction.

Independence

 We
are not currently listed on any national securities exchange or in an inter-dealer quotation system that has a requirement that the Board
of Directors be independent. However, in evaluating the independence of our members and the composition of the committees of our Board
of Directors, our Board utilizes the definition of "independence" as that term is defined by applicable listing standards
of the NASDAQ Stock Market and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee
director definition of Rule 16b-3 promulgated under the Exchange Act.

 Our
Board of Directors expects to continue to evaluate its independence standards and whether and to what extent the composition of the Board
and its committees meets those standards. We ultimately intend to appoint such persons to our Board and committees of our Board as are
expected to be required to meet the corporate governance requirements imposed by a national securities exchange. Therefore, we intend
that a majority of our directors will be independent directors of which at least one director will qualify as an "audit committee
financial expert," within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated by the SEC.

 We
believe that Messrs. Barrage, Corvese, Wright, and Dr. Buell are each an "independent" director as that term is defined by
the NASDAQ Stock Market, Inc. Marketplace Rules and SEC Regulations. In addition, the Board also designated Brian Corvese as an "audit
committee financial expert," as that term is defined by the NASDAQ Listing Rules and SEC regulations.

 With
regard to Mr. Wright's independent status, the Board considered the fact that he is a current CEO of a publicly-traded biopharmaceutical
company (MiMedX Group, Inc.) and that he is as a Partner at an investment firm (Signal Hill Advisors, LLC). He also serves on the Board
of Directors of Agenus, Inc., a publicly-traded company for which Dr. Armen is the Chaiman and CEO.

 With
regard to Mr. Corvese's independent status, the Board considered the fact that he has no business relationship with the Company.

 With
regard to Mr. Barrage's independent status, the Board considered the fact that he has no business relationship with the Company.

 With
regard to Dr. Buell's independent status, the Board considered the fact that she has no business relationship with the Company
except her consulting role assisting with clinical trial design and that she reports to Dr. Armen in the course of her primary roles,
as president of Agenus, Inc and MiNK Therapeutics, Inc, and is therefore not considered "independent.".

 Dr.
Stein, a member of the Science and Clinical & Regulatory Committees, serves as our Chief Medical Officer, and is therefore not considered
"independent."

 Dr.
Armen, a member of the Science and Clinical & Regulatory Committees, serves as our Executive Chairman, and is therefore not considered
"independent."

 Our
principal offices are located at 149 Fifth Avenue, Suite 500, New York, New York 10010, in a conference room of Agenus, Inc. We utilize
our principal office for quarterly board meetings and our annual shareholder meeting on a month to month basis at a nominal value. Dr.
Armen, our Executive Chairman, is also the Chairman and Chief Executive Officer of Agenus Inc.

 Item
14. Principal Accounting Fees and Services.

 The
following table sets forth the fees for services provided and reasonably expected to be billed by Malone Bailey LLP. The following is
a summary of the fees billed to the Company for professional services rendered for the fiscal years ended December 31, 2024 and 2023.

 Fiscal
 Year 2024

 Fiscal
 Year 2023

 Audit fees

 $
 165,829

 $
 100,000

 Audit-related fees

 $
 -

 $
 -

 Tax Fees

 $
 -

 $
 -

 All other fees

 $
 -

 $
 -

 Total

 $
 165,829

 $
 100,000

 Audit
Fees: For the fiscal years ended December 31, 2024 and 2023, the aggregate audit fees billed by our independent auditors were for
professional services rendered for audits and quarterly reviews of our consolidated financial statements, and assistance with reviews
of registration statements and documents filed with the SEC.

 Audit-Related
Fees: Audit-related fees are for assurance and other activities not explicitly related to the audit of our financial statements.

 Tax
Fees: For the fiscal years ended December 31, 2024 and 2023, there were no tax fees, respectively.

 All
Other Fees: For the fiscal years ended December 31, 2024 and 2023, there were no other fees, respectively

 Audit
Committee Pre-Approval Policies and Procedures. The Audit Committee oversees and monitors our financial reporting process and internal
control system, reviews and evaluates the audit performed by our registered independent public accountants and reports to the Board any
substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight
of the work of our registered independent public accountants. The Audit Committee convenes on a quarterly basis to approve each quarterly
filing, and an annual basis to review the engagement of the Company's external auditor.

 The
Audit Committee has considered whether the provision of Audit-Related Fees, Tax Fees, and all other fees as described above is compatible
with maintaining MaloneBailey, LLP's independence and has determined that such services for fiscal years 2024 and 2023, respectively,
were compatible. All such services were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act
to the extent that rule was applicable.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)
List of Documents filed as part of this Report

 (1)
Consolidated Financial Statements

 The
F-1 through F-20 following the Exhibit List as required by Part II, Item 8 "Financial Statements and Supplementary Data"
of this Form 10-K.

 (2)
Financial Statement Schedules.

 Schedules
are omitted because they are either not required, not applicable, or the information is otherwise included.

 (3)
Exhibits

 The
Company has filed with this report or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under
the Exchange Act. See Exhibit Index following the signature page to this report for a complete list of documents filed with this report.

 Exhibit

 No.

 Description

 3.1

 Third
 Amended and Restated Certificate of Incorporation of Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to Company's
 Current Report on Form 8-K, as filed with the SEC on June 20, 2016).

 3.2

 Certificate
 of Designations, Powers, Preferences and Other Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof
 of Series B Convertible Preferred Stock of Atrinsic, Inc. (Incorporated by reference to Exhibit 3.1 to Company's Current Report
 on Form 8-K, as filed with the SEC on February 5, 2016.)

 3.3

 Second
 Amended and Restated Bylaws Protagenic Therapeutics, Inc., (Incorporated by reference to Exhibit 3.1 to Company's Current Report
 on Form 8-K, as filed with the SEC on June 1, 2018).

 4.1

 Description
 of Securities (Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, as filed with the SEC
 on April 1, 2024)

 4.2

 Form
 of Warrant of Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 4.1 to Company's Current Report on Form 8-K,
 as filed with the SEC on February 12, 2016.)

 4.3(i)

 Warrant
 of Protagenic Therapeutics, Inc. issued to Garo H. Armen on May 17, 2011. (Incorporated by reference to Exhibit 4.3(i) to Company's
 Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)

 4.3(ii)

 Warrant
 of Protagenic Therapeutics, Inc. issued to Garo H. Armen on February 18, 2013 (Incorporated by reference to Exhibit 4.3(ii) to Company's
 Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)

 4.4(i)

 Warrant
 of Protagenic Therapeutics, Inc. issued to Gregory H. Ekizian on July 7, 2011. (Incorporated by reference to Exhibit 4.4(i) to Company's
 Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)

 4.4(ii)

 Warrant
 of Protagenic Therapeutics, Inc. issued to PENSCO Trust Company, FBO Gregory H. Ekizian on February 18, 2013. (Incorporated by reference
 to Exhibit 4.4(ii) to Company's Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)

 4.5

 Form
 of Placement Agent Warrant (Incorporated by reference to Exhibit 4.5 to Company's Current Report on Form 8-K, as filed with
 the SEC on April 18, 2016).

 10.1

 Employment
 Agreement, effective January 1, 2014 between Protagenic Therapeutics Canada (2006) Inc. and Dr. Robert Ziroyan (Incorporated by reference
 to Exhibit 10.12 to Company's Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)**

 10.2

 Consulting
 Agreement, effective December 18, 2020, between Protagenic Therapeutics Inc. and Dr. Andrew Slee. (Incorporated by reference to Exhibit
 10.2 to Company's Annual Report on Form 10-K, as filed with the SEC on March 25, 2021.)* **

 10.3

 Consulting
 Agreement, as amended, between Protagenic Therapeutics Canada (2006) Inc. and Dr. Dalia Barsyte (Incorporated by reference to Exhibit
 10.13 to Company's Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)**

 10.4

 Amended
 and Restated Consulting Agreement, effective December 18, 2020, between Protagenic Therapeutics Inc. and Dr. Robert B. Stein. (Incorporated
 by reference to Exhibit 10.4 to Company's Annual Report on Form 10-K, as filed with the SEC on March 25, 2021.)* **

 10.5

 Therapeutics, Inc. 2006 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit 10.16 to Company's
 Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)**

 10.6

 Form
 of Nonqualified Stock Option Award Agreement under the 2006 Employee, Director and Consultant Stock Plan. (Incorporated by reference
 to Exhibit 10.17 to Company's Current Report on Form 8-K, as filed with the SEC on February 12, 2016.) **

 10.7(i)

 Technology
 License Agreement, effective July 21, 2005, between The University of Toronto Innovations Foundation and Protagenic Therapeutics,
 Inc. (Incorporated by reference to Exhibit 10.19(i) to Company's Current Report on Form 8-K, as filed with the SEC on February
 12, 2016.)

 10.7(ii)

 First
 Amendment to Technology License Agreement, effective February 18, 2015, between the Governing Council of the University of Toronto
 and Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 10.19(ii) to Company's Current Report on Form 8-K,
 as filed with the SEC on February 12, 2016.)

 10.8(i)

 Sponsored
 Research Agreement, effective April 1, 2014, between the Governing Council of the University of Toronto and Protagenic Therapeutics
 Canada (2006), Inc., Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 10.20(i) to Company's Current Report
 on Form 8-K, as filed with the SEC on February 12, 2016.)

 10.8(ii)

 Amendment
 to the Sponsored Research Agreement, effective April 1, 2015, between the Governing Council of the University of Toronto and Protagenic
 Therapeutics Canada (2006), Inc., Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 10.20(ii) to Company's
 Current Report on Form 8-K, as filed with the SEC on February 12, 2016.)

 10.9

 Therapeutics, Inc. 2016 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.1 to Company's Current Report on
 Form 8-K, as filed with the SEC on June 20, 2016.)**

 10.10

 Form
 of Incentive Stock Option Agreement under the Protagenic Therapeutics, Inc. 2016 Equity Compensation Plan. (Incorporated by reference
 to Exhibit 10.2 to Company's Current Report on Form 8-K, as filed with the SEC on June 20, 2016.) **

 10.11

 Form
 of Nonqualified Stock Option Grant Agreement under the Protagenic Therapeutics, Inc. 2016 Equity Compensation Plan. (Incorporated
 by reference to Exhibit 10.3 to Company's Current Report on Form 8-K, as filed with the SEC on June 20, 2016.) **

 10.12

 Form
 of Convertible Note Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K,
 as filed with the SEC on November 21, 2019)

 10.13

 Form
 of Convertible Promissory Note (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed
 with the SEC on November 21, 2019)

 10.14

 Form
 of Guaranty (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the SEC on
 November 21, 2019)

 14.1

 Therapeutics, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 10-K,
 as filed with the SEC on April 18, 2017).

 14.2

 Therapeutics, Inc. Guideline on Significant Corporate Governance Issues (incorporated by reference to Exhibit 14.2 to the Current
 Report on Form 10-K, as filed with the SEC on April 18, 2017).

 14.3

 Therapeutics, Inc. Process for Security Holder Communications with Directors (incorporated by reference to Exhibit 14.3 to the Current
 Report on Form 10-K, as filed with the SEC on April 18, 2017).

 19.1*

 Protagenic Therapeutics, Inc. Insider Trading Policy

 21.1

 Subsidiaries
 (Incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on April 1, 2024)

 23.1

 Consent of Malone Bailey, LLP, independent registered public accounting firm

 31.1*

 Certification
 of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)

 31.2*

 Certification
 of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)

 32.1*

 Certification
 of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 Therapeutics, Inc. Policy on Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97 to the Company's
 Annual Report on Form 10-K, as filed with the SEC on April 1, 2024)

 99.1

 Audit
 Committee Charter adopted by Board of Directors of Protagenic Therapeutics, Inc. on March 7, 2017 (Incorporated by reference to Exhibit
 99.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on April 1, 2024).

 99.2

 Committee Charter adopted by Board of Directors of Protagenic Therapeutics, Inc. on March 7, 2017 (Incorporated by reference to Exhibit
 99.2 to the Company's Annual Report on Form 10-K, as filed with the SEC on April 1, 2024).

 99.3

 Governance
 and Nominating Committee Charter adopted by Board of Directors of Protagenic Therapeutics, Inc. on March 7, 2017 (Incorporated by
 reference to Exhibit 99.3 to the Company's Annual Report on Form 10-K, as filed with the SEC on April 1, 2024).

 99.4

 Science
 Committee Charter adopted by the Board of Directors of Protagenic Therapeutics, Inc. (Incorporated by reference to Exhibit 99.1 to
 the Company's Annual Report on Form 10-K, as filed with the SEC on April 29, 2020)

 [100.1]

 documents]

 [101.1]

 [Interactive
 Data Files]

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith

 **

 Designates
 management contracts and compensation plans

 Furnished
 herewith

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 THERAPEUTICS, INC.

 Date:

 March
 31, 2025

 By:

 /s/
 Garo H. Armen

 Garo
 H. Armen

 Chairman
 (Principal Executive Officer and Duly Authorized Officer)

 Date:

 March
 31, 2025

 By:

 /s/
 Alexander K. Arrow

 Alexander
 K. Arrow

 Chief
 Financial Officer (Principal Financial Officer)

THERAPEUTICS, INC. AND SUBSIDIARY

 CONSOLIDATED
FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED

 DECEMBER
31, 2024 AND 2023

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID 206)

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations and Comprehensive Loss

 Consolidated
 Statements of Changes in Stockholders' Equity

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

Therapeutics, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Protagenic Therapeutics, Inc. and its subsidiary (collectively, the "Company")
as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders'
equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has negative cash flows from operations
that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 MaloneBailey, LLP

 www.malonebailey.com

 We
 have served as the Company's auditor since 2017.

 Houston,
 Texas

 March
31, 2025

 F- 2

THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 31, 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 1,838,469

 $
 1,287,893

 Marketable securities

 -

 2,768,119

 Prepaid
 expenses

 44,398

 144,025

 TOTAL
 CURRENT ASSETS

 1,882,867

 4,200,037

 Equipment - net

 73,046

 123,332

 TOTAL
 ASSETS

 $
 1,955,913

 $
 4,323,369

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued
 expenses

 $
 902,884

 $
 439,757

 Accounts
 payable and accrued expenses - related party

 39,875

 215,495

 Accounts
 payable and accrued expenses

 39,875

 215,495

 TOTAL
 CURRENT LIABILITIES

 942,759

 655,252

 TOTAL
 LIABILITIES

 942,759

 655,252

 STOCKHOLDERS' EQUITY

 Preferred stock, $ 0.000001 par value; 20,000,000
 shares authorized; none shares issued and outstanding in the following classes:

 -

 -

 Preferred stock; par value $ 0.000001; 2,000,000
 shares authorized; none issued and outstanding

 -

 -

 Series B convertible preferred stock, $ 0.000001
 par value; 18,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2024, and December 31, 2023

 -

 -

 Preferred stock, value

 -

 -

 Common stock, $.0001 par value, 100,000,000
 shares authorized, 7,241,443 and 4,435,132 shares issued and outstanding at December 31, 2024, and December 31, 2023

 Additional paid-in-capital

 37,445,495

 34,559,091

 Accumulated deficit

 ( 36,303,216
)

 ( 30,777,872
)

 Accumulated other comprehensive
 loss

 ( 129,850
)

 ( 113,546
)

 TOTAL
 STOCKHOLDERS' EQUITY

 1,013,154

 3,668,117

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 1,955,913

 $
 4,323,369

 See
accompanying notes to the consolidated financial statements

 F- 3

THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2024

 2023

 For
 the years ended December 31,

 2024

 2023

 OPERATING AND ADMINISTRATIVE
 EXPENSES

 Research and development

 $
 3,844,984

 $
 3,063,603

 Research and development – related party

 97,357

 256,264

 General and administrative

 1,758,609

 1,207,107

 TOTAL
 OPERATING AND ADMINISTRATIVE EXPENSES

 5,700,950

 4,526,974

 LOSS FROM OPERATIONS

 ( 5,700,950
)

 ( 4,526,974
)

 OTHER INCOME

 Interest income

 43,465

 264,476

 Interest expense

 -

 ( 107,682
)

 Realized loss on marketable

 51,732

 ( 630,317
)

 Gain
 on settlement of accounts payable and accrued liabilities with Related parties

 80,409

 -

 TOTAL
 OTHER INCOME

 175,606

 ( 473,523
)

 LOSS
 BEFORE TAX

)

)

 INCOME TAX EXPENSE

 -

 -

 NET
 LOSS

 $
)

 $
)

 COMPREHENSIVE LOSS

 Other Comprehensive Loss
 - net of tax

 Net unrealized gain (loss)
 on marketable securities

 26,587

 16,848

 Reclassification of realized
 losses on debt securities

 ( 43,434
)

 489,120

 Foreign
 exchange translation income (loss)

 57,393

 TOTAL
 COMPREHENSIVE LOSS

 $
 ( 5,541,648
)

 $
 ( 4,437,136
)

 Net loss per common
 share - Basic and Diluted

 $
 ( 1.13
)

 $
 ( 1.15
)

 Weighted average common shares - Basic
 and Diluted

 4,899,953

 4,344,580

 See
accompanying notes to the consolidated financial statements

 F- 4

THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY

 For
the Year Ended December 31, 2024 and 2023

 Capital

 (Deficit)

 Loss

 Equity

 Series
 B
 Convertible
 Preferred Stock

 Stock

 Additional

 Paid-in-

 Accumulated

 Accumulated

 Other
 Comprehensive

 Stockholders'

 Capital

 (Deficit)

 Loss

 Equity

 BALANCE
 -December 31, 2022

 -

 $
 -

 4,321,315

 $

 $
 33,371,406

 $
 ( 25,777,375
)

 $
 ( 676,907
)

 $
 6,917,558

 Foreign currency translation
 gain

 -

 -

 -

 -

 -

 -

 57,393

 57,393

 Unrealized gain on marketable

 -

 -

 -

 -

 -

 -

 16,848

 16,848

 Reclassification of realized
 losses on debt securities

 -

 -

 -

 -

 -

 -

 489,120

 489,120

 Stock compensation - stock
 options

 -

 -

 -

 -

 666,828

 -

 -

 666,828

 Conversion of notes and
 interest

 -

 -

 104,173

 520,857

 -

 -

 520,867

 Rounding from reverse split

 -

 -

 9,644

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

)

 -

)

 BALANCE -December 31,
 2023

 -

 $
 -

 4,435,132

 $

 $
 34,559,091

 $
 ( 30,777,872
)

 $
 ( 113,546
)

 $
 3,668,117

 Balance

 -

 $
 -

 4,435,132

 $

 $
 34,559,091

 $
 ( 30,777,872
)

 $
 ( 113,546
)

 $
 3,668,117

 Foreign currency translation
 gain

 -

 -

 -

 -

 -

 -

 Unrealized gain on marketable

 -

 -

 -

 -

 -

 -

 26,587

 26,587

 Reclassification
 of realized losses on debt securities

 -

 -

 -

 -

 -

 -

 ( 43,434
)

 ( 43,434
)

 Stock compensation - stock
 options

 -

 -

 -

 -

 923,139

 -

 -

 923,139

 Stock issued for cash

 -

 -

 858,016

 1,963,460

 -

 -

 1,963,546

 Stock and warrants issued
 at offering

 -

 -

 1,948,295

 ( 195
)

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

)

 -

)

 BALANCE -December 31,
 2024

 -

 $
 -

 7,241,443

 $

 $
 37,445,495

 $
 ( 36,303,216
)

 $
 ( 129,850
)

 $
 1,013,154

 Balance

 -

 $
 -

 7,241,443

 $

 $
 37,445,495

 $
 ( 36,303,216
)

 $
 ( 129,850
)

 $
 1,013,154

 See
accompanying notes to the consolidated financial statements

 F- 5

THERAPEUTICS, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 For
 the year ended December 31,

 2024

 2023

 CASH FLOWS FROM OPERATING

 Net Loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities

 Depreciation expense

 50,286

 28,218

 Stock-based compensation

 923,139

 666,828

 Realized (gain) loss on
 sale of marketable securities

 ( 51,732
)

 630,317

 Amortization of debt discount

 -

 85,770

 Gain on settlement of accounts
 payable and accrued liabilities with related parties

 ( 80,409
)

 -

 Changes
 in operating assets and liabilities

 Prepaid expenses

 99,627

 ( 87,086
)

 Accounts payable and accrued
 expenses

 463,127

 ( 183,832
)

 Accounts
 payable and accrued expenses – related party

 ( 95,211
)

 156,506

 NET CASH USED IN OPERATING

 ( 4,216,517
)

 ( 3,703,776
)

 CASH FLOWS FROM INVESTING

 Proceeds from sale of marketable

 3,100,000

 7,689,507

 Purchase of marketable

 ( 297,120
)

 ( 2,764,250
)

 Purchase
 of fixed assets

 -

 ( 149,775
)

 NET CASH PROVIDED BY INVESTING

 2,802,880

 4,775,482

 CASH FLOWS FROM FINANCING

 Issuance of shares and
 warrants from offering, net of offering costs

 1,963,546

 -

 NET CASH PROVIDED BY FINANCING

 1,963,546

 -

 Effect of exchange rate changes on cash

 NET CHANGE IN CASH

 550,576

 1,072,704

 CASH, BEGINNING OF THE
 PERIOD

 1,287,893

 215,189

 CASH, END OF THE PERIOD

 $
 1,838,469

 $
 1,287,893

 SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION

 Cash
 paid for interest expense

 $
 -

 $
 -

 Cash
 paid for income taxes

 $
 -

 $
 -

 NONCASH FINANCING AND INVESTING
 TRANSACTIONS

 issued for conversion of notes and interest

 $
 -

 $
 520,867

 Unrealized
 gain or loss on marketable securities

 $
 26,587

 $
 16,848

 See
accompanying notes to the consolidated financial statements

 F- 6

THERAPEUTICS, INC. & SUBSIDIARY

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS

 Company
Background

Therapeutics, Inc. ("we," "our," "Protagenic" or "the Company"), formerly known as Atrinsic,
Inc., is a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc. ("PTI Canada"), a corporation
formed in 2006 under the laws of the Province of Ontario, Canada.

 We
are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-related neuropsychiatric
and mood disorders.

 NOTE
2 – LIQUIDITY AND GOING CONCERN

 As
shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses resulting in an accumulated
deficit. The Company anticipates further losses in the development of its business. The Company also had negative cash flows used in
operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

 Based
on its cash resources and positive working capital as of December 31 2024, the Company does not have sufficient resources to fund its
operations past twelve months from the date these consolidated financial statements are available to be issued. The positive working
capital as of December 31, 2024 was due to funds raised by the Company from its equity offering during the year ended December 31, 2021.
Absent generation of sufficient revenue from the execution of the Company's business plan, the Company will need to obtain debt
or equity financing by the third quarter of 2025. Because the Company has insufficient resources on hand to fund operations
through the next twelve months from the date these consolidated financial statements are available to be issued, the Company believes
that there is substantial doubt in its ability to continue as a going concern within one year after the date that the consolidated financial
statements are issued.. These financial statements do not include any adjustments to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.

 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 The
Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC").

 Reclassification

 Certain
reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications
relate to presenting "Research and development with related parties" as a separate line item in the Company's Consolidated
Statements of Operations and Comprehensive Loss.

 F- 7

 Principles
of consolidation

 The
consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI
Canada. All significant intercompany balances and transactions have been eliminated.

 Use
of estimates

 The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those
estimates. Significant estimates underlying the consolidated financial statements include valuation of stock options and warrants and
assessment of deferred tax asset valuation allowance.

 Concentrations
of Credit Risk

 The
Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times,
the Company may have deposits in excess of federally insured limits. As of December 31, 2024, the Company has bank balances that exceed
the federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality
of the financial institutions, that the credit risk with regard to these deposits is not significant.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
As of December 31, 2024 and December 31, 2023 the Company did not have any cash equivalents. As of December 31, 2024 and December 31,
2023, the Company had cash of $ 1,838,469 and $ 1,287,893, respectively.

 Marketable
Securities

 The
Company accounts for marketable debt securities, the only type of securities it owns, in accordance with the FASB Accounting Standards
Codification 320, Investments – Debt and Equity Securities ("ASC 320").

to ASC 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value
in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities
(including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.

the year ended December 31, 2024 the Company purchased $ 297,120 and sold $ 3,100,000 in marketable securities with a realized gain of
$ 51,732 and an unrealized gain of $ 26,587. As of December 31, 2024 and December 31, 2023, the Company owned marketable securities with
a total fair value of $ 0 and $ 2,768,119, respectively.

 Equipment

 Equipment
is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment and lab equipment. Maintenance and
repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation
are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the
straight-line method over the estimated useful lives of the related assets which is three years. Depreciation expense was $ 50,286 and
$ 28,218 for the years ended December 31, 2024 and 2023, respectively.

 Fair
Value Measurements

 ASC
820, "Fair Value Measurements and Disclosure," defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction
costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3).

 F- 8

 The
three levels are described below:

 Level
1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;

 Level
2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable,
either directly or indirectly;

 Level
3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

 The
carrying amount of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate
their fair value because of the short-term maturity of those instruments.

 Transactions
involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive,
free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations
can be substantiated.

 The
assets or liability's fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is
significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair
value on a recurring basis as of December 31, 2024.

 SCHEDULE OF FAIR
VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC

 Carrying

 Fair
 Value Measurement Using

 Value

 Level

 Level

 Level

 Total

 Marketable securities

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 The
following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2023.

 Carrying

 Fair
 Value Measurement Using

 Value

 Level

 Level

 Level

 Total

 Marketable securities

 $
 2,768,119

 $
 2,768,119

 $
 —

 $
 —

 $
 2,768,119

 Stock-Based

 The
Company accounts for stock-based compensation costs under the provisions of ASC 718, "Compensation—Stock Compensation",
which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that
are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments
granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions
of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.

 If
any award granted under the Company's 2016 Equity Compensation Plan (the "2016 Plan") payable in shares of common stock
is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or
if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as
to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company
recognizes the impact of forfeitures when they occur.

 F- 9

 Basic
and Diluted Net (Loss) per Common Share

 Basic
(loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for
each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock
outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes
anti-dilutive and therefore is not reflected on the consolidated statements of operations and comprehensive loss.

 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

 Potentially
 Outstanding

 Dilutive
 Common Shares

 For
 the

 Year
 Ended

 For
 the

 Year
 Ended

 31, 2023

 Conversion Feature Shares

 Stock Options

 1,953,491

 1,357,466

 Warrants

 4,968,645

 942,566

 Total potentially outstanding dilutive common
 shares

 6,922,136

 2,300,032

 Research
and Development

 Research
and development expenses are charged to operations as incurred.

 Foreign
Currency Translation

 The
Company follows ASC 830, Foreign Currency Matters ("ASC 830") for foreign currency translation to translate the financial
statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. ASC 830-10-45 sets
out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity
in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant
to ASC 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that
entity. An entity's functional currency is the currency of the primary economic environment in which the entity operates; normally,
that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

 The
functional currency of each foreign subsidiary is determined based on management's judgment and involves consideration of all relevant
economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its
transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency
upon the parent and the nature of the subsidiary's operations must also be considered. If a subsidiary's functional currency
is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary's financial statements
is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any
gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would
be included in the consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries,
then any cumulative translation gains or losses would be recorded into the consolidated statements of operations and comprehensive income
(loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation
gains or losses arising after the date of change would be included within the consolidated statements of operations and comprehensive
loss.

 Based
on an assessment of the factors discussed above, the management of the Company determined its subsidiary's local currency (i.e.
the Canadian dollar) to be the functional currency for its foreign subsidiary.

 F- 10

 Recent
Accounting Pronouncements

 In
August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer's accounting for convertible debt instruments
by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion
feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for
a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported
interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of
ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury
stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2023, with early adoption
permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this ASU did not have a material effect on
the Company's financial statements.

 In
November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,"
which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment
expenses. The purpose of the amendment is to enable investors to better understand an entity's overall performance and assess potential
future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods
presented in the financial statements. The Company adopted this ASU and has updated its disclosure with segment reporting information.

 In
November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" to improve disclosures about the nature of expenses
in commonly presented financial statement captions. ASU 2024-03 is effective for all public business entities for annual reporting periods
beginning after December 15, 2026, on either a prospective or retrospective basis. Early adoption permitted. The Company is currently
evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

 NOTE
4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts
payable and accrued expenses, including related party balances, consist of the following at:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 31, 2023

 Accounting

 $
 55,340

 $
 36,750

 Research and development

 666,002

 498,366

 Legal

 118,455

 6,334

 Other

 102,962

 113,802

 Total

 $
 942,759

 $
 655,252

 NOTE
5 - STOCKHOLDERS' EQUITY

Stock

the year ended December 31, 2024, the Company issued 2,806,311 shares of common stock for cash.

the year ended December 31, 2023, the Company issued 104,173 shares of common stock for the conversion of notes and interest and 9,644
shares of common stock for rounding of shares related to the Reverse Split.

 Securities
Purchase Agreement

 On
October 29, 2024, Protagenic Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase
Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to issue
to the Purchasers in a private placement, 1,948,295 shares of the Company's common stock (the "Shares"), par value
$ 0.0001 per share ("Common Stock"), series A common stock purchase warrants (the "Series A Common Stock Warrants")
to purchase an aggregate of 1,948,295 shares of Common Stock (the "Series A Common Stock Warrant Shares") with an exercise
price of $ 0.64 per share (subject to adjustment as described therein), which are exercisable on the trading day immediately following
the Stockholder Approval Date (as defined in the Purchase Agreement) for a term of eighteen (18) months from the Stockholder Approval
Date (as defined in the Purchase Agreement), and series B common stock purchase warrants (the "Series B Common Stock Warrants")
to purchase an aggregate of 1,948,295 shares of Common Stock (the "Series B Common Stock Warrant Shares") with an exercise
price of $ 0.64 per share (subject to adjustment as described therein), which are exercisable on the trading day immediately following
the Stockholder Approval Date for a term of five ( 5) years from the Stockholder Approval Date. As used herein, the Series A Common Stock
Warrants and the Series B Common Stock Warrants are sometimes referred to collectively as the "Common Stock Warrants". Such
private placement is referred to herein as the "Transaction." The purchase price of each Share and associated Common Stock
Warrants was $ 0.64 ($ 0.89 in the case of insiders).

 F- 11

 Brookline
Capital Markets, a division of Arcadia Securities, LLC ("Brookline"), acted as sole placement agent for the Transaction.
The Company issued to Brookline or its designees warrants (the "Placement Agent Warrants") to purchase up to 129,489 shares
of Common Stock at an exercise price equal to $ 0.64 per share. The Placement Agent Warrants are exercisable immediately upon issuance
and on or before the Termination Date (as defined in the Placement Agent Warrants).

 The
Purchase Agreement closed on November 4, 2024. The Company sold (a) 1,948,295 shares of Common Stock, (b) series A common stock purchase
warrants to purchase an aggregate of 1,948,295 shares of Common Stock, (c) series B common stock purchase warrants to purchase an aggregate
of 1,948,295 shares of Common Stock and (d) placement agent warrants to purchase an aggregate of 129,489 shares of Common Stock. The
gross proceeds from the Transaction were approximately $ 1.9 million, before deducting fees and other offering expenses payable by the
Company.

 Stock-Based

 The
Company adopted an Employee, Director and Consultant Stock Plan on June 17, 2016 (the "2016 Plan"). Pursuant to the 2016
Plan, the Company's Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual
service provider of the Company or any subsidiary. Due to an annual "evergreen" provision in the 2016 Plan, the number of
shares reserved for future grants was increased by 196,857, 186,594 and 184,260 in 2024, 2023 and 2022, respectively. As a result of
these increases, as of December 31, 2024 and December 31, 2023, the aggregate number of shares of common stock available for awards under
the 2016 Plan was 873,763 shares and 1,279,181 shares, respectively. Options issued under the 2016 Plan are exercisable for up to ten
years from the date of issuance.

 There
were 1,953,491 options outstanding as of December 31, 2024. During the year ended December 31, 2024, the Company issued 742,150 options,
respectively. During the year ended December 31, 2023, the Company issued no options.

 There
were 1,357,466 options outstanding as of December 31, 2023.

 The
fair value of each stock option granted during the year ended December 31, 2024 was estimated using the Black-Scholes assumptions and
or factors as follows:

 SCHEDULE
OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

 Exercise price

 $
 0.84 -$ 5.00

 Expected dividend yield

 %

 Risk free interest rate

 4.01 %- 4.25
 %

 Expected life in years

 Expected volatility

 213 - 215
 %

 The
following is an analysis of the stock option grant activity under the Plan:

 SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY

 Number

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Life

 Stock
 Options

 Outstanding December 31, 2023

 1,357,466

 $
 7.39

 4.49

 Granted

 742,150

 1.73

 9.23

 Expired

 ( 146,125
)

 5.85

 -

 Exercised

 -

 -

 -

 Outstanding December 31, 2024

 1,953,491

 $
 5.36

 5.77

 F- 12

 A
summary of the status of the Company's nonvested options as of December 31, 2024, and changes during the year ended December 31,
2024 is presented below:

 SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES

 Nonvested
 Options

 Options

 Weighted-Average
 Exercise
 Price

 Nonvested at December 31, 2023

 49,832

 $
 14.72

 Granted

 742,150

 1.73

 Vested

 ( 233,324
)

 4.14

 Forfeited

 -

 -

 Nonvested at December 31, 2024

 558,658

 $
 1.89

 As
of December 31, 2024, the Company had 1,953,491 shares issuable under options outstanding at a weighted average exercise price of $ 5.36
and an intrinsic value of $ 0.

 The
Company recognized compensation expense related to options issued of $ 923,139 and $ 666,828 for the years ended December 31, 2024 and
2023, respectively, in which $ 431,884 and $ 206,104 is included in general and administrative expenses and $ 491,255 and $ 460,724 in research
and development expenses, respectively. For the year ended December 31, 2024 and 2023, $ 186,031 and $ 6,852 of the stock compensation
was related to employees and $ 737,108 and $ 659,976 was related to non-employees, respectively.

 As
of December 31, 2024, the unamortized stock option expense was $ 1,012,825 with $ 530,456 being related to employees and $ 482,369 being
related to non-employees. As of December 31, 2024, the weighted average remaining vesting period for the unamortized stock compensation
to be recognized is 2.83 years.

 On
January 8, 2024, the Company issued 20,750 options to purchase the Company's common stock to consultants and employees. These options
have an exercise price of $ 0.84 and expire in 10 years from issuance. These options vest over 48 months.

 On
February 12, 2024, the Company entered into a consulting agreement. As part of this agreement the Company agrees to pay $ 5,000 per month
and issue 4,400 options to purchase the Company's common stock. These options have an exercise price of $ 5.00 and expire in 10
years from issuance. These options vest over three months.

 On
March 25, 2024, the Company issued 717,000 options to purchase the Company's common stock to officers, board of directors and consultants.
These options have an exercise price of $ 1.74 and expire in 10 years from issuance. These options vest between 24 and 48 months with
 160,000 options to vest upon achievement of certain performance conditions.

 Warrants:

 The
fair value of each warrant granted during the year ended December 31, 2024 was estimated using the Black-Scholes assumptions and or factors
as follows:

 SCHEDULE OF SHARE-BASED PAYMENT AWARD, WARRANTS, VALUATION ASSUMPTIONS

 Exercise price

 $
 0.64

 Expected dividend yield

 %

 Risk free interest rate

 4.31 %- 4.45
 %

 Expected life in years

 5 - 1.50

 Expected volatility

 242 - 271
 %

 F- 13

 A
summary of warrant issuances are as follows:

 SUMMARY OF WARRANT

 Number

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Life

 Warrants

 Outstanding December 31, 2023

 942,566

 $
 19.47

 2.31

 Granted

 4,206,079

 0.64

 3.30

 Expired

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding December

 4,986,645

 $
 4.21

 2.92

 As
of December 31, 2024, the Company had 4,968,645 shares issuable under warrants outstanding at a weighted average exercise price of $ 4.21
and an intrinsic value of $ 0.

 The
Company recognized compensation expense related to warrants issued of $ 0 and $ 0 during the year ended December 31, 2024 and 2023, respectively.

 NOTE
6 - COLLABORATIVE AGREEMENTS

 The
Company and the University of Toronto (the "University") entered into an agreement effective April 1, 2014 (the "New
Research Agreement") for the performance of a research project titled "Teneurin C-terminal Associated Peptide ("TCAP")
mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism"
(the "New Project"). The New Project is to perform research related to work done by Dr. David A. Lovejoy, a professor at
the University and stockholder of the Company, in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of
organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, Dr. Lovejoy entered
into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30,
2016. In February 2017, the New Research Agreement was extended to December 31, 2017. The extension allowed for further development of
the technologies and use of their applications. On April 10, 2018, the agreement was amended and the research agreement has been further
extended to September 30, 2024. On December 20, 2024, the agreement was amended and the research agreement has been further extended
to the entire lifetime of the last issued patent covered by the license.

 The
sponsorship research and development expenses pertaining to the Research Agreements were $ 0 and $ 0 for the year ended December 31, 2024
and 2023, respectively.

 NOTE
7 - COMMITMENTS AND CONTINGENCIES

 Licensing
Agreements

 On
July 31, 2005, the Company had entered into a Technology License Agreement ("License Agreement") with the University pursuant
to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the "Technologies").
The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date.

to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import
products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment.
In consideration, the Company agreed to pay to the University a royalty payment of 2.5 % of net sales of any product based on the Technologies.
If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University
 10 % of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee,
 2.5 % of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the year ended
December 31, 2024 and 2023 and therefore was not subject to paying any royalties.

 F- 14

 In
the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable
commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive
license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3 % per annum.
All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors
and/or Dr. Lovejoy, and/or the University, as the case may be. The Company has agreed to pay all out-of-pocket filing, prosecution and
maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement upon any patents relating
to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement. In such a case,
after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5 % royalty payment owed to
the University under the License Agreement and amendment.

 The
patent applications were made in the name of Dr. Lovejoy and other inventors, but the Company's exclusive, worldwide rights to
such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive
licensing agreements and it currently controls the five intellectual patent properties.

 Legal
Proceedings

 From
time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions,
administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably
be expected to have a material adverse effect on our business and financial condition.

 Notice
of Delisting

 On July 24, 2024, the Company
received a deficiency letter (the "Notification Letter") from the Nasdaq Listing Qualifications ("Nasdaq") stating
that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing
on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00 per share,
and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues
for a period of 30 consecutive business days. The Notification Letter states that the Company has 180 calendar days, or until January
20, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's closing bid price of the
Company's common stock must have a closing bid price of at least $ 1.00 for a minimum of ten consecutive business days.

 On January 22, 2025, Nasdaq provided
a notice to the Company that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar
day compliance period as the Company does not comply with the requirements for initial listing on The Nasdaq Capital Market. This notification
is part of the ongoing discussions with the Nasdaq Hearings Panel (the "Panel") regarding the Company's listing status,
and the Company included this matter in its presentation to the Panel on January 30, 2025.

 On February 19, 2025, the Company
received a hearing panel decision from Nasdaq (Nasdaq Listing Qualifications Hearings Docket No. NQ 7072C-25) indicating that its provisional
plan for regaining compliance with the Nasdaq listing requirements had been accepted. For continued listing on the Nasdaq Capital Market,
the Company has until April 28, 2025 to: (1) demonstrate compliance with Nasdaq Rules 5550(a)(2) and 5550(b)(2), (2) file a public disclosure
describing any transactions undertaken by the Company to increase its equity and provide and indication of its equity following those
transactions, and (3) provide the Panel with an update on its fundraising plans and updated income projections for the next 12 months.

 F- 15

 NOTE
8 – RELATED PARTY TRANSACTIONS

 The
Company is provided free office space consisting of a conference room by the Company Executive Chairman, Dr. Armen. The Company does
not pay any rent for the use of this space. This space is used for quarterly board meetings and our annual shareholder meeting.

the year ended December 31, 2021, the Company engaged Agenus Inc., a related party, to perform research and development services. Agenus
Inc. is a related party due to the Company's Director and Chairman of the Board being the CEO and Chairman of the Board for Agenus
Inc. The Company incurred $ 97,357 and $ 149,509 in expenses related to these services during the year ended December 31, 2024 and 2023,
respectively. As of December 31, 2024 and December 31, 2023, the outstanding balance owed to Agenus Inc. is $ 39,875 and $ 150,296, respectively.

the year ended December 31, 2022, the Company engaged CTC North, GmbH ("CTC") to perform research and development services.
CTC is a related party due to the Company's Director and Chairman of the Board being the CEO and Chairman of the Board for Agenus
Inc, CTC's parent company. The total commitment for this agreement is $ 1.3 million. The Company incurred $ 0 and $ 106,755 in expenses
related to these services during the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the
Company wrote off the remaining accounts payable balance of $ 80,409 as CTC is no longer in business. As of December 31, 2024 and December
31, 2023, there is $ 0 and $ 80,409 owed to CTC in connection with this agreement, respectively.

 NOTE
9 – SEGMENT REPORTING

 The
Company operates in one operating segment, and therefore one reportable segment, and is focused on the discovery and development of therapeutics
to treat stress-related neuropsychiatric and mood disorders. The Company's business activities are managed on a consolidated basis
through the development and potential commercialization of pharmaceutical products, which are aimed at the global market in the event
that products are successful in receiving regulatory approvals. Our determination that we operate as a single operating segment is consistent
with the financial information regularly reviewed by the chief operating decision makers for purposes of evaluating performance, allocating
resources, setting incentive compensation targets, and planning and forecasting for future periods. Our chief operating decision makers
is the Chief Executive Officer and Chief Financial Officer.

 The
accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies.
Our single operating segment incurs expenses from the development of therapeutics. The Company has not yet generated revenue in its operating
history.

 For
the segment, the chief operating decision makers use net loss, that also is reported on the consolidated statements of operations as
consolidated net loss, to allocate resources. The chief operating decision maker also uses consolidated net loss, along with non-financial
inputs and qualitative information, to evaluate our performance, establish compensation, monitor budget versus actual results, and decide
the allocation of funds in our various research activities.

 NOTE
10 – INCOME TAXES

 The
components of loss before income taxes are as follows:

 SCHEDULE OF LOSS BEFORE INCOME TAX

 2024

 2023

 Domestic

 ( 5,526,365
)

 ( 4,998,066
)

 Foreign

 1,021

 ( 2,431
)

 Loss before income taxes

)

)

 F- 16

 The
Company had no income tax expense due to operating losses incurred for the years ended December 31, 2024 and 2023.

 For
the years ended December 31, 2024 and 2023, a reconciliation of the Company's effective tax rate to the statutory U.S. Federal
rate is as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2024

 2023

 Income taxes at Federal statutory
 rate

 ( 21.0
)%

 ( 21.0
)%

 State income taxes, net of Federal income tax
 effect

 ( 8.9
)%

 ( 8.9
)%

 Perm difference

 0.0
 %

 0.0
 %

 Foreign tax rate differential

 0.0
)%

 ( 0.1
)%

 Change in valuation allowance

 29.9
 %

 30.0
 %

 Other

 0.0
 %

 0.0
 %

 Income tax provision

 0.0
 %

 0.0
 %

 The
tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 U.S. net operating loss carryforwards

 6,305,000

 4,940,000

 Stock compensation

 2,408,000

 2,131,000

 Deferred tax assets, gross

 8,713,000

 7,071,000

 Valuation allowance

 ( 8,713,000
)

 ( 7,071,000
)

 Net deferred tax assets

 -

 -

 As
of December 31, 2024 the Company had federal net operating loss carryforwards ("NOL") of approximately $ 19.7 million. The
2017 Tax Cuts and Jobs Act ("TCJA") will generally allow losses incurred after 2017 to be carried over indefinitely, but
will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80 % of a corporation's
taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses
incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation's
net operating loss carryover or 100 % of a corporation's taxable income and be available for twenty years from the period the loss
was generated. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. As
of December 31, 2024 and 2023, the Company had state and local net operating loss carryforwards of approximately $ 18.5 million and $ 14.0
million, respectively, to reduce future state tax liabilities also through 2035.

 As
of December 31, 2024 and 2023, the Company had Canadian NOL of approximately $ 1.4 million and $ 1.4 million respectively. The Canadian
losses expire in stages beginning in 2026. As of December 31, 2024 and 2023, the Company also has unclaimed Canadian federal scientific
research and development investment tax credits, which are available to reduce future federal taxes payable of approximately $ 0 and $ 0
respectively.

 As
a result of losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. The net change in the valuation
allowance during the years ended December 31, 2024 and 2023 was an increase of $ 0.5 million and $ 1.5 million, respectively.

 Foreign
earnings are assumed to be permanently reinvested. U.S. Federal income taxes have not been provided on undistributed earnings of our
foreign subsidiary.

 The
Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company
has not identified any uncertain tax positions requiring a reserve as of December 31, 2024 and 2023.

 The
Company is required to file U.S. federal and state income tax returns. These returns are subject to audit by tax authorities beginning
with the year ended December 31, 2018.

 NOTE
11 – SUBSEQUENT EVENTS

 On
February 21, 2025, the Company held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on February 21, 2025.
At the Company's Annual Meeting, the Company's stockholders approved the proposal to approve the repricing of certain outstanding
stock options granted (the "Option Grants") under the Company's 2006 and 2016 Equity Incentive Plans (the "Plans")
to allow the Board of Directors (the "Board") to reprice the exercise price of outstanding stock options under the Plans.
Pursuant to that authority, on February 21, 2025, the Board repriced the Option Grants. The repriced Option Grants under the 2006 Equity
Incentive Plan had original exercise prices ranging from $ 4.00 to $ 5.00 per share, and the repriced Option Grants under the 2016 Equity
Incentive Plan had original exercise prices ranging from $ 1.74 to $ 19.92 per share. All of the Option Grants under the Plans were repriced
to have an exercise price of $ 0.2655 per share, which was the closing price of the Company's common stock on February 21, 2025.

 On
March 5, 2025, the Company issued 284,238 shares of its common stock for proceeds of $ 102,534.

 F- 17