Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See Item 5.07 below with respect to the filing of the Classified Board Amendment (defined below) to the Company's Third Amended and Restated Certificate of Incorporation.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Protagenic Therapeutics, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") on September 29, 2021. Holders of an aggregate of 16,779,149 shares of the Company's Common Stock at the close of business on August 24, 2021 were entitled to vote at the Annual Meeting, of which 10,611,130 shares were present in person or represented by proxy. At the Annual Meeting, the Company's stockholders voted as follows:

Proposal One: The stockholders elected each of the following individuals as a director to serve their current terms until the Company's 2022 Annual Meeting of Stockholders, at which point the classified board structure will go into effect, as described by the Classified Board Amendment (defined below).





                                                                 Broker
Name                   For          Against      Withheld       Non-Votes
Garo H. Armen        8,877,968           -         102,438       1,630,724
Robert B. Stein      8,877,773           -         102,633       1,630,724
Khalil Barrage       8,856,335           -         124,071       1,630,724
Brian J. Corvese     8,857,135           -         123,271       1,630,724
Joshua Silverman     8,367,762           -         612,644       1,630,724
Jennifer Buell       8,857,230           -         123,176       1,630,724

Proposal Two: The stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation to classify our Board of Directors into three classes with staggered three-year terms (the "Classified Board Amendment").





    For          Against      Abstain       Broker Non-Votes
  8,824,972       150,884        4,550           1,630,724

Following the approval of the Classified Board Amendment by the Company's stockholders at the Annual Meeting, the Classified Board Amendment was filed with the Delaware Secretary of State on October 1, 2021. A copy of the Classified Board Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1, and is incorporated by reference herein.

As a result of the filing Classified Board Amendment with the Delaware Secretary of State, members of the Company's Board of Directors will now be classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors), as follows:

Class I , comprised of two directors, initially Jennifer Buell and Robert B. Stein (with their initial terms expiring at our 2022 annual meeting of stockholders and members of such class serving successive three-year terms);

Class II , comprised of two directors, initially Khalil Barrage and Joshua Silverman (with their initial terms expiring at our 2023 annual meeting of stockholders and members of such class serving successive three-year terms); and

Class III , comprised of two directors, initially Garo H. Armen and Brian J. Corvese (with their initial terms expiring at our 2024 annual meeting of stockholders and members of such class serving successive three-year terms).

Proposal Three: The stockholders ratified the selection of MaloneBailey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.





    For          Against      Abstain
  10,602,842        2,807        5,481




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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



3.1     Amended and Restated Certificate of Incorporation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)




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