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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Protagenic Therapeutics, Inc./New 10-K 12/31/23 62:5.4M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.47M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 38K
3: EX-21.1 Subsidiaries List HTML 18K
6: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 32K
Awarded Compensation
7: EX-99.1 Miscellaneous Exhibit HTML 40K
8: EX-99.2 Miscellaneous Exhibit HTML 35K
9: EX-99.3 Miscellaneous Exhibit HTML 25K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
15: R1 Cover HTML 95K
16: R2 Consolidated Balance Sheets HTML 103K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
18: R4 Consolidated Statements of Operations and HTML 90K
Comprehensive Loss
19: R5 Consolidated Statements of Change in Stockholders' HTML 67K
Equity
20: R6 Consolidated Statements of Cash Flows HTML 82K
21: R7 Pay vs Performance Disclosure HTML 30K
22: R8 Insider Trading Arrangements HTML 24K
23: R9 Organization and Nature of Business HTML 24K
24: R10 Liquidity and Going Concern HTML 22K
25: R11 Summary of Significant Accounting Policies HTML 75K
26: R12 Accounts Payable and Accrued Expenses HTML 26K
27: R13 Note Payable and Convertible Note Payable (Pik HTML 38K
Notes)
28: R14 Stockholders? Equity HTML 110K
29: R15 Collaborative Agreements HTML 29K
30: R16 Commitments and Contingencies HTML 29K
31: R17 Related Party Transactions HTML 31K
32: R18 Income Taxes HTML 50K
33: R19 Subsequent Events HTML 34K
34: R20 Summary of Significant Accounting Policies HTML 100K
(Policies)
35: R21 Summary of Significant Accounting Policies HTML 45K
(Tables)
36: R22 Accounts Payable and Accrued Expenses (Tables) HTML 25K
37: R23 Stockholders? Equity (Tables) HTML 89K
38: R24 Income Taxes (Tables) HTML 40K
39: R25 Organization and Nature of Business (Details HTML 20K
Narrative)
40: R26 Schedule of Fair Value Assets and Liabilities HTML 32K
Measured on Recurring Basic (Details)
41: R27 Schedule of Anti-Dilutive Securities Excluded From HTML 29K
Computation of Earnings Per Share (Details)
42: R28 Summary of Significant Accounting Policies HTML 34K
(Details Narrative)
43: R29 Schedule of Accounts Payable and Accrued Expenses HTML 28K
(Details)
44: R30 Note Payable and Convertible Note Payable (Pik HTML 43K
Notes) (Details Narrative)
45: R31 Schedule of Share-Based Payment Award, Stock HTML 29K
Options, Valuation Assumptions (Details)
46: R32 Schedule of Share-Based Compensation, Stock HTML 56K
Options, Activity (Details)
47: R33 Schedule of Share-Based Compensation Nonvested HTML 35K
Shares (Details)
48: R34 Summary of Warrant (Details) HTML 45K
49: R35 Stockholders? Equity (Details Narrative) HTML 78K
50: R36 Collaborative Agreements (Details Narrative) HTML 43K
51: R37 Commitments and Contingencies (Details Narrative) HTML 36K
52: R38 Related Party Transactions (Details Narrative) HTML 32K
53: R39 Schedule of Loss Before Income Tax (Details) HTML 28K
54: R40 Schedule of Effective Income Tax Rate HTML 35K
Reconciliation (Details)
55: R41 Schedule of Deferred Tax Assets and Liabilities HTML 30K
(Details)
56: R42 Income Taxes (Details Narrative) HTML 42K
57: R43 Subsequent Events (Details Narrative) HTML 49K
59: XML IDEA XML File -- Filing Summary XML 100K
62: XML XBRL Instance -- form10-k_htm XML 852K
58: EXCEL IDEA Workbook of Financial Report Info XLSX 88K
11: EX-101.CAL XBRL Calculations -- ptix-20231231_cal XML 123K
12: EX-101.DEF XBRL Definitions -- ptix-20231231_def XML 435K
13: EX-101.LAB XBRL Labels -- ptix-20231231_lab XML 862K
14: EX-101.PRE XBRL Presentations -- ptix-20231231_pre XML 658K
10: EX-101.SCH XBRL Schema -- ptix-20231231 XSD 101K
60: JSON XBRL Instance as JSON Data -- MetaLinks 378± 534K
61: ZIP XBRL Zipped Folder -- 0001493152-24-012333-xbrl Zip 435K
Exhibit 97
PROTAGENIC THERAPEUTICS, INC.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION
(Adopted April 1, 2024)
1. INTRODUCTION
Protagenic Therapeutics, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is effective as of April 1, 2024 (the “Effective Date”).
This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.
This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the applicable rules of any national securities exchange on which the Company’s securities are then listed (the “Exchange”) and will be interpreted and administered consistent with that intent.
2. EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation received by an Affected Officer on or after the Effective Date to the extent permitted or required by applicable law or the rules of the Exchange.
3. DEFINITIONS
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Affected Officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1.
“Erroneously Awarded Compensation” means the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid. In the case of Incentive Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount shall reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received, as determined by the Committee in its sole discretion. The Committee may determine the form and amount of Erroneously Awarded Compensation in its sole discretion.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, whether or not such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Stock price and total shareholder return are also Financial Reporting Measures.
“Incentive Compensation” means any compensation that is granted, earned or vested based in whole or in part on the attainment of a Financial Reporting Measure. For purposes of clarity, base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered Incentive Compensation, unless such awards were granted, paid or vested based in part on a Financial Reporting Measure.
“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement), or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).
4. RECOVERY
If the Company is required to prepare a Restatement, the Company shall seek to recover and claw back reasonably promptly all Erroneously Awarded Compensation that is received by an Affected Officer:
| (i) | on and after the Effective Date; |
| (ii) | after the person begins service as an Affected Officer; |
| (iii) | who served as an Affected Officer at any time during the performance period for that Incentive Compensation; |
| (iv) | while the Company has a class of securities listed on the Exchange; and |
| (v) | during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the Restatement (including any transition period within or immediately following those years that results from a change in the Company’s fiscal year, provided that a transition period of nine to 12 months will be deemed to be a completed fiscal year). |
For purposes of this Policy:
| ● | Erroneously Awarded Compensation is deemed to be received in the Company’s fiscal year during which the Financial Reporting Measure specified in the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period; and |
| ● | the date the Company is required to prepare a Restatement is the earlier of (x) the date the Board, the Committee or any officer of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare the Restatement, or (y) the date a court, regulator, or other legally authorized body directs the Company to prepare the Restatement. |
To the extent required by applicable law or the rules of the Exchange, any profits realized from the sale of securities of the Company are subject to recoupment under this Policy.
For purposes of clarity, in no event shall the Company be required to award any Affected Officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive Compensation that is greater than the Incentive Compensation actually received by the Affected Officer. The recovery of Erroneously Awarded Compensation is not dependent on if or when the Restatement is filed.
5. SOURCES OF RECOUPMENT
To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment from the Affected Officer(s) through any means it determines, which may include any of the following sources: (i) prior Incentive Compensation payments; (ii) future payments of Incentive Compensation; (iii) cancellation of outstanding Incentive Compensation; (iv) direct repayment; and (v) non-Incentive Compensation or securities held by the Affected Officer. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected Officer.
6. LIMITED EXCEPTIONS TO RECOVERY
Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously Awarded Compensation under the following circumstances, provided that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:
| (i) | The direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts; provided that the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation, has documented such attempt and has (to the extent required) provided that documentation to the Exchange; |
| (ii) | Recovery would violate home country law where the law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel to that effect to the Exchange that is acceptable to the Exchange; or |
| (iii) | Recovery would likely cause an otherwise tax-qualified retirement plan to fail to meet the requirements of the Internal Revenue Code of 1986, as amended. |
7. NO INDEMNIFICATION OR INSURANCE
The Company will not pay for, indemnify, insure or otherwise reimburse any Affected Officer for Erroneously Awarded Compensation recovered by the Company from such Affected Officer.
8. NO IMPAIRMENT OF OTHER REMEDIES
This Policy does not preclude the Company from taking any other action to enforce an Affected Officer’s obligations to the Company, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/24 | |||
| For Period end: | 12/31/23 | |||
| 11/28/22 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Protagenic Therapeutics, Inc./New 10-K/A 12/31/23 55:5.2M M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/21 Protagenic Therapeutics, Inc./New 10-K 12/31/20 67:9.2M M2 Compliance LLC/FA 4/29/20 Protagenic Therapeutics, Inc./New 10-K 12/31/19 60:3.8M M2 Compliance LLC/FA 11/21/19 Protagenic Therapeutics, Inc./New 8-K:1,2,3,911/05/19 4:252K M2 Compliance LLC/FA 6/01/18 Protagenic Therapeutics, Inc./New 8-K:5,9 5/31/18 2:167K M2 Compliance LLC/FA 4/18/17 Protagenic Therapeutics, Inc./New 10-K 12/31/16 64:6.1M RDG Filings/FA 6/20/16 Protagenic Therapeutics, Inc./New 8-K:4,5,9 6/17/16 8:401K RDG Filings/FA 4/18/16 Protagenic Therapeutics, Inc./New 8-K:1,3,9 4/15/16 6:631K Toppan Merrill/FA 2/12/16 Protagenic Therapeutics, Inc./New 8-K:1,2,3,5 2/12/16 39:3.3M Donnelley … Solutions/FA 2/05/16 Protagenic Therapeutics, Inc./New 8-K:1,2,8,912/09/15 6:331K SOVR Filings LLC/FA |