10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to___________

Commission File Number: 000-51353

PROTAGENIC 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.)

149 Fifth Avenue, Suite 500, New York, New York 10010

(Address of Principal Executive Office) (Zip Code)

(212) 994-8200

Registrant’s Telephone Number Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and 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 [X] No [  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer (Do not check if a smaller reporting company)	[  ]	Smaller reporting company	[X]
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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Exchange Act).

[  ] Yes [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [  ]

As of August 9, 2018, there were 10,261,419 shares of common stock outstanding.

PROTAGENIC THERAPEUTICS, INC.

Form 10-Q Report

For the Fiscal Quarter Ended June 30, 2018

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1	Financial Statements:
	Condensed Consolidated Balance Sheets at June 30, 2018 (unaudited) and December 31, 2017	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for six months ended June 30, 2018 and 2017 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4	Controls and Procedures	18
Part II.	Other Information
Item 1	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults upon Senior Securities	19
Item 4	Mine Safety Disclosures	19
Item 5	Other Information	19
Item 6	Exhibits	19
Signatures		20

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2018			2017
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	236,013		$	399,687
Marketable securities		849,569			1,285,753
Prepaid expenses		6,042			94,542
TOTAL CURRENT ASSETS		1,091,624			1,779,982
EQUIPMENT - NET		805			1,022
TOTAL ASSETS	$	1,092,429		$	1,781,004
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		124,933			135,854
Derivative liability		407,616			425,838
TOTAL CURRENT LIABILITIES		532,549			561,692
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $0.000001 par value; 20,000,000 shares authorized; 872,766 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; 872,766 shares issued and outstanding at June 30, 2018, and December 31, 2017, respectively		1			1
Common stock, $.0001 par value, 100,000,000 shares authorized, 10,261,419 shares issued and outstanding at June 30, 2018, and December 31, 2017, respectively		1,026			1,026
Additional paid-in-capital		12,835,644			12,227,849
Accumulated deficit		(12,112,128	)		(10,841,759	)
Accumulated other comprehensive loss		(164,663	)		(167,805	)
TOTAL STOCKHOLDERS’ EQUITY		559,880			1,219,312
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,092,429		$	1,781,004

See accompanying notes to the unaudited condensed consolidated financial statements

3

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the three months ended June 30,						For the six months ended June 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUE	$	-		$	-		$	-		$	-
OPERATING AND ADMINISTRATIVE EXPENSES
Research and development		333,862			120,180			524,276			258,992
General and administrative		351,263			351,409			767,533			870,517
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES		685,125			471,589			1,291,809			1,129,509
LOSS FROM OPERATIONS		(685,125	)		(471,589	)		(1,291,809	)		(1,129,509	)
OTHER (EXPENSE) INCOME
Interest income		69			7,928			1,650			8,112
Realized gain (loss) on marketable securities		1,568			(92	)		1,568			(92	)
Change in fair value of derivative liability		12,062			12,661			18,222			12,544
TOTAL OTHER INCOME		13,699			20,497			21,440			20,564
LOSS BEFORE TAX		(671,426	)		(451,092	)		(1,270,369	)		(1,108,945	)
INCOME TAX EXPENSE								-			-
NET LOSS	$	(671,426	)	$	(451,092	)	$	(1,270,369	)	$	(1,108,945	)
COMPREHENSIVE LOSS
Other Comprehensive Income - net of tax
Net unrealized gain (loss) on marketable securities		3,541			(3,163	)		3,466			(3,163	)
Foreign exchange translation gain (loss)		503			8,916			(324	)		10,946
TOTAL COMPREHENSIVE LOSS	$	(667,382	)	$	(445,339	)	$	(1,267,227	)	$	(1,101,162	)
Weighted average common shares - Diluted
Net loss per share - Basic and Diluted	$	(0.07	)	$	(0.04	)	$	(0.12	)	$	(0.11	)
Weighted average common shares - Basic and Diluted		10,261,419			10,261,419			10,261,419			10,261,419

See accompanying notes to the unaudited condensed consolidated financial statements

4

PROTAGENIC THERAPEUTICS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,270,369	)	$	(1,108,945	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		176			(25	)
Stock based compensation		607,795			500,877
Change in fair value of the derivative liability		(18,222	)		(12,544	)
(Gain) loss on sale of marketable securities		(1,568	)		92
Changes in operating assets and liabilities
Prepaid expenses		88,500			60,417
Accounts payable and accrued expenses		(10,076	)		(44,148	)
NET CASH USED IN OPERATING ACTIVITIES		(603,764	)		(604,276	)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Sale of marketable securities		2,220,000			720,000
Purchase of marketable securities		(1,777,355	)		(2,549,179	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		442,645			(1,829,179	)
Effect of exchange rate on cash and cash equivalents		(2,555	)		(39,118	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(163,674	)		(2,472,573	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		399,687			3,100,398
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	236,013		$	627,825
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-
NONCASH TRANSACTIONS
Unrealized (gain) loss on marketable securities	$	(4,893	)	$	3,163

See accompanying notes to the unaudited condensed consolidated financial statements

5

PROTAGENIC THERAPEUTICS, INC & SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc., a corporation formed in 2006 under the laws of the Province of Ontario, Canada.

The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Act, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. through a reverse merger. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic, Inc.) was merged with and into Atrinsic, Inc. Atrinsic, Inc. was the surviving corporation in this merger and changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

Reverse Business Combination (Merger)

On February 12, 2016 (“Closing Date”), Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company (which at the time was named Atrinsic, Inc.), merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of prior Protagenic and will continue the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

NOTE 2 - GOING CONCERN

As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred a net loss of $1,270,369 and $1,108,945 for the six months ended June 30, 2018 and 2017, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $12,112,128 as of June 30, 2018. The Company anticipates further losses in the development of its business. The Company had a net working capital of $559,075 at June 30, 2018 as a result of the continuing operations of the company. Based on its current forecast and budget, Management believes that its cash resources will be sufficient to fund its operations at least until the end of the fourth quarter of 2018. Absent generation of sufficient revenue from the execution of the Company’s business plan, it will need to obtain debt or equity financing by the fourth quarter of 2018.

As reflected in the unaudited condensed consolidated financial statements, the Company had an accumulated deficit at June 30, 2018, a net loss and net cash used in operating activities for the six months ended June 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

6

The condensed 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 in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K/A filed with the SEC on April 5, 2018. The interim results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods.

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Use of estimates

The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, 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.

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 June 30, 2018, and December 31, 2017, the Company did not have any cash equivalents.

Equipment

Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer 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 not material for the six months ended June 30, 2018 and 2017.

7

Marketable Securities

The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”).

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the unaudited condensed 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.

During the six months ended June 30, 2018 the Company purchased $1,777,355 and sold $2,220,000 in marketable securities with a realized gain of $1,568 and an unrealized gain of $4,893. As of June 30, 2018 and December 31, 2017, the Company owns marketable securities with a total value of $849,569 and 1,285,753, respectively.

As of June 30, 2018, the marketable securities have maturity dates ranging from July 26, 2018 to August 23, 2018.

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).

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 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 as of June 30, 2018.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		849,569			—		849,569		—			849,569
Derivative warrants liabilities	$	(407,616	)	$	—	$	—	$	(407,616	)	$	(407,616	)

8

The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		1,285,753			—		1,285,753		—			1,285,753
Derivative warrants liabilities	$	(425,838	)	$	—	$	—	$	(425,838	)	$	(425,838	)

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2018:

	Fair Value Measurement Using Level 3
	Inputs Total
Balance, December 31, 2017	$	425,838
Change in fair value of derivative warrants liabilities		(18,222	)
Balance, June 30, 2018	$	407,616

The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions:

	December 31, 2017			June 30, 2018
Exercise price		1.25			1.25
Risk free interest rate		1.98	%		2.63	%
Dividend yield		0.00	%		0.00	%
Expected volatility		144	%		145	%
Contractual term		3.15 Years			2.65 Years

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term.

Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants.

During the six months ended June 30, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $18,222 and a gain of $12,544 relating to the change in fair value, respectively.

Derivative Liability

The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

9

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Stock-Based Compensation

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, 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 canceled during the periods reported.

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. The company recognizes the impact of forfeitures when they occur.

Stock-Based Compensation for Non-Employees

The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The value of such non-employee awards unvested are re-measured over the vesting terms at each reporting date.

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.

	Potentially Outstanding Dilutive Common Shares
	For the Six Months Ended June 30, 2018		For the Year Ended December 31, 2017
Conversion Feature Shares
Common shares issuable under the conversion feature of preferred shares		872,766		872,766
Stock Option		3,846,299		3,566,299
Warrant		3,826,658		3,826,658
Total potentially outstanding dilutive common shares		8,545,723		8,265,723

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Research and Development

Research and development expenses are charged to operations as incurred.

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) 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. Section 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 Section 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 unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the unaudited condensed consolidated statements of income 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 statement of income and comprehensive income (loss).

Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of this principle did not have an effect on the Company’s Statement of Cash Flows.

11

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at:

	June 30, 2018		December 31, 2017
Accounting	$	25,144	$	161
Research and development		92,995		124,728
Other		6,794		10,965
	$	124,933	$	135,854

NOTE 5 - DERIVATIVE LIABILITIES

Upon closing of the private placement transactions on February 12, 2016, the Company issued 127,346 and 295,945 warrants, to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively, to purchase the Company’s Series B Preferred Stock with an exercise price of $1.25 and a five-year term. The warrants have a cashless exercise feature that requires the Company to classify the warrants as a derivative liability.

NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT)

Stock-Based Compensation

In connection with the consummation of the Merger completed on February 12, 2016, we adopted the pre-merger Protagenic Therapeutics, Inc.’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted our 2016 Equity Compensation Plan (the “2016 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.

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. On January 1, 2017, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares. As a result of this increase, as of January 1, 2018, the aggregate number of shares of common stock available for awards under the 2016 Plan is 2,712,678. Options issued under the 2016 Plan are exercisable for up to ten years from the date of issuance.

12

There were 3,846,299 options outstanding as of June 30, 2018. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.25 - $1.75
Expected dividend yield		0	%
Risk free interest rate		2.73% - 2.85	%
Expected life in years		4.00-9.65
Expected volatility		139% - 146	%

There were 2,613,299 options outstanding as of June 30, 2017. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.00 - $1.25
Expected dividend yield		0	%
Risk free interest rate		1.89% - 2.31	%
Expected life in years		4.60 – 9.59
Expected volatility		204% - 258	%

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

				Weighted Average		Weighted Average Remaining
	Number			Exercise Price		Life
Stock Options
Outstanding January 1, 2017		2,484,445		$	1.18		9.82
Granted		1,103,000		$	1.68		8.96
Expired		(21,146	)	$	1.00
Outstanding December 31, 2017		3,566,299		$	1.33		8.05
Granted		280,000		$	1.75		9.90
Expired		-
Outstanding June 30, 2018		3,846,299		$	1.36		7.71

A summary of the status of the Company’s nonvested shares as of June 30, 2018, and changes during the six months ended June 30, 2018, is presented below:

Nonvested Shares	Shares			Weighted-Average Exercise Price
Nonvested at January 1, 2018		1,492,861		$	1.54
Granted		280,000		$	1.75
Vested		(520,684	)	$	1.25
Forfeited		-			-
Nonvested at June 30, 2018		1,252,177		$	1.59

As of June 30, 2018, the Company had 3,846,299 shares issuable under options outstanding at a weighted average exercise price of $1.36 and an intrinsic value of $176,250.

There were no options granted during the three months ended June 30, 2018 and 2017.

The total number of options granted during the six months ended June 30, 2018 and 2017 was 280,000 and 150,000, respectively. The exercise price for these options was $1.75 per share or $1.25 per share.

13

The Company recognized compensation expense related to options issued of $263,148 and $145,541 during the three months ended June 30, 2018 and 2017, respectively, which is included in general and administrative expenses and research and development expenses. For the three months ended June 30, 2018, $145,422 of the stock compensation was related to employees and $117,726 was related to non-employees.

The Company recognized compensation expense related to options issued of $607,795 and $500,877 during the six months ended June 30, 2018 and 2017, respectively, which is included in general and administrative expenses and research and development expenses. For the six months ended June 30, 2018, $311,635 of the stock compensation was related to employees and $296,160 was related to non-employees.

As of June 30, 2018, the unamortized stock option expense was $1,579,637 with $769,566 being related to employees and $810,071 being related to non-employees. As of June 30, 2018, the weighted average period for the unamortized stock compensation to be recognized is 2.66 years.

On January 24, 2018, the Company entered into a consulting agreement (the “Agreement”) with NeuroAssets Sàrl (“Consultant”), a Swiss company. As part of the agreement, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of ten years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by Consultant.

During the first quarter the Company granted 80,000 stock options to four consultants. 50,000 of these options vest immediately and the remaining 30,000 options vest monthly over 48 months, have an exercise price of $1.75, and have a term of ten years.

Warrants:

In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 for 1 basis, into new warrants (the “New Warrants”) to purchase shares of our Series B Preferred Stock.

Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.05 per share were issued to holders of Prior Protagenic warrants; additionally, holders of $665,000 of our debt and $35,000 of accrued interest exchanged such debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. Placement Agent Warrants to purchase 127,346 shares of Series B Preferred Stock at an exercise price of $1.25 per share were issued in connection with the Private offering. These warrants to purchase 423,291 shares of Series B Preferred Stock have been recorded as derivative liabilities. See Note 5.

A summary of warrant issuances are as follows:

			Weighted Average		Weighted Average Remaining
	Number		Exercise Price		Life
Warrants
Outstanding January 1, 2018		3,826,658	$	1.05		4.69
Granted		-		-		-
Outstanding June 30, 2018		3,826,658	$	1.05		4.19

As of June 30, 2018 the Company had 3,826,658 shares issuable under warrants outstanding at a weighted average exercise price of $1.05 and an intrinsic value of $763,342.

14

NOTE 7 - COLLABORATIVE AGREEMENTS

The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 (the “Research Agreement”) for the performance of a research project titled “Evidence for existence of TCAP receptors in neurons” (the “Project”). The Research Agreement expired on March 31, 2013.

The Company and 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 a professor at the University and stockholder of the Company (the “Professor”) 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, the Professor 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, 2016 which allows for further development of the technologies and use of their applications. Upon expiration of the agreement, payments to the University and research support from the University will suspend until an agreement can be made.

Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a ten-year period which ends on April 1, 2022. As of June 30, 2018 the Professor has been granted 533,299 stock options, of which 396,451 are fully vested, at an exercise price of $1.00, $1.25 or 1.75 exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027 or on October 16, 2027.

The sponsorship research and development expenses pertaining to the Research Agreements were $0 and $20,233 for the six months ended June 30, 2018 and 2017, respectively.

NOTE 8 - 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.

Pursuant 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 six months ended June 30, 2018 and 2017 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 the Professor, 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.

15

The patent applications were made in the name of the Professor 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.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement

The Company had an employment agreement with a former officer (the “Former Officer”) which expired on December 31, 2015. The employment agreement indicated a salary of $6,489 per month plus a bonus, including healthcare benefits. The Former Officer was also granted 75,000 stock options, valued at $64,223 using the Black-Scholes calculation of which $53,519 was expensed in 2015.

Upon the expiration of the employment agreement, the Company and Former Officer entered into a consulting agreement in its place, which provides that the Company may retain the Former Officer as a consultant on an as-needed basis. As a consultant, the Former Officer is responsible for Canadian financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure Canadian non-dilutive grant funding for the Company. The Former Officer has been granted 250,000 stock options in total, 25,000 of which expired unexercised. The remaining 225,000 are fully vested, at exercise prices of $1.00 and $1.25, with certain options expiring on March 30, 2021, March 1, 2024 and March 9, 2025. Either party may terminate the agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of the agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Former Officer will have any further obligations under the consulting agreement.

The Company has accrued $0 to the Former Officer for research and development projects and paid the equivalent in U.S. dollars of $10,428 during the six months ended June 30, 2018.

Consulting Agreement

PTI Canada entered into a consulting agreement (the “PTI Canada Consulting Agreement”) with a stockholder of the Company (the “Consultant”) which, as amended, expires on December 31, 2017. Pursuant to the PTI Canada Consulting Agreement, the Consultant is responsible for overseeing i) design and development of enzyme-linked immunosorbent assay (“ELISA”), assays for measuring TCAP, ii) evaluation of TCAP exposure biomarker assay, iii) development of pipeline peptides, and iv) development of clinically compatible formulations for TCAP, as well as all of the bench research and development of formulation and extraction methods. The Consultant has been granted 150,000 stock options, which are fully vested at exercise prices of $1.00 and $1.25, exercisable over ten year periods which end either on March 30, 2021 or March 1, 2025. The Consultant is paid the Canadian equivalent of approximately US$2,370 per month. Either party may terminate the PTI Canada Consulting Agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of such agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Consultant will have any further obligations under the PTI Canada Consulting Agreement. As of the first quarter of 2018, the Company will no longer be making the fixed monthly payments and will instead be paying the Consultant for their services on an as needed basis.

The Company has accrued $0 to pay the Consultant for research and development projects during the six months ended June 30, 2018 and paid $8,338 during the six months ended June 30, 2018.

On January 24, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with NeuroAssets Sàrl (“NeuroAssets”), a Swiss company. Under the Consulting Agreement, NeuroAssets will provide us with advisory services relating to introductions and presentations to pharmaceutical companies who could potentially become our corporate partners. The Consulting Agreement may be terminated by either party at any time upon notice. The Company plans to pay NeuroAssets $5,000 per month until such time as the Consulting Agreement is terminated.

The Consulting Agreement also provided for the grant of options to Consultant. Accordingly, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of ten years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by NeuroAssets.

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.

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Historical Background

Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or the “Company”) is a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”), which is a corporation formed in 2006 under the laws of the Province of Ontario, Canada.

The Company was formerly known as Atrinsic, Inc., a company that, in 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. (“Prior Protagenic”) through a reverse merger. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic, Inc.) was merged with and into Atrinsic, Inc. Atrinsic, Inc. was the surviving corporation in this merger and changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

Results of Operations

Three months ended June 30, 2018 compared to the three months ended June 30, 2017

During the three months ended June 30, 2018, we incurred a loss from operations of $685,125 as compared to $471,589 for three months ended June 30, 2017. The increase in the loss is due to an increase in research and development expense of $213,682 from $120,180 to $333,862, offset by a decrease in general and administrative expenses of $146 from $351,409 to $351,263.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017

During the six months ended June 30, 2018, we incurred a loss from operations of $1,291,809 as compared to $1,129,509 for six months ended June 30, 2017. The increase in the loss is due to an increase in research and development expense of $265,284 from $258,992 to $524,276, offset by a decrease in general and administrative expenses of $102,984 from $870,517 to $767,533.

Liquidity and Going Concern

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 June 30, 2018, we had cash of $236,013 and working capital of $559,075. The Company currently has a derivative liability on the books in the amount of $407,616 and we don’t expect to settle this liability in cash. Removing the derivative liability from the working capital calculation would increase our working capital to $966,691. We anticipate further losses in the development of our business. Based on its current forecast and budget, Management believes that its cash resources will be sufficient to fund its operations at least until the end of 2018. Absent generation of sufficient revenue from the execution of the Company’s business plan, it will need to obtain debt or equity financing by the fourth quarter of 2018.

Operating activities used $603,764 and $604,276 in cash for the six months ended June 30, 2018 and 2017, respectively. The use of cash in operating activities during the six months ended June 30, 2018, primarily comprised of $1,270,369 net loss, $607,765 in stock compensation expense, $18,222 of change in the fair value of the derivative liability since December 31, 2017, an increase in prepaid expenses of $88,500, $1,568 from a gain on the sale of marketable securities, and a $10,076 decrease of accounts payable and accrued expenses, which included payments to tax penalties, legal and accounting professionals, payments to consultants, and other administrative expenses.

Investing activities provided $442,645 and used $1,829,179 in cash for the six months ended June 30, 2018 and 2017, respectively. The cash provided by investing activities consisted of $2,220,000 from the sale of marketable securities and $1,777,355 used for the purchase of marketable securities. The cash used in investing activities during the six months ended June 30, 2017 consisted of the sale of marketable securities of $720,000 and the purchase of marketable securities of $2,549,179.

We did not have financing activities for the six months ended June 30, 2018 and 2017.

17

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of June 30, 2018. Based on this evaluation, we have identified a material weakness in our internal control over financial reporting. Due to this material weakness, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, including this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness we identified is described below:

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.

This 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 the Company has engaged an independent third party to enhance our segregation of duties.

We believe the action described above will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting.

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. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of certain events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, these are only reasonable assurances that our controls will succeed in achieving their stated goals under all potential future conditions.

18

Changes in Internal Control over Financial Reporting

Other than as discussed above, there were no changes in our internal controls over financial reporting that occurred during the quarter covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II: Other Information

Item 1. 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.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit	Description
31.1	Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act (€)
31.2	Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act (€)
32.1	Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *

101.INS	XBRL Instance Document (€)
101.CAL	XBRL Taxonomy Extension Schema Document (€)
101.SCH	XBRL Taxonomy Extension Calculation Linkbase Document (€)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (€)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (€)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (€)

(€)	- Filed herewith.
(*)	- Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

19

SIGNATURES

Pursuant to the requirements of Section 12 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.

Date: August 14, 2018	Protagenic Therapeutics, Inc.
	By:	/s/ Alexander K. Arrow
		Chief Financial Officer

20

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Garo H. Armen, PhD, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Protagenic Therapeutics, Inc..
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 14, 2018		/s/ Garo H. Armen
	Name:	Garo H. Armen, Ph.D.
	Title:	Executive Chairman

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Alexander K. Arrow, MD, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Protagenic Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 14, 2018		/s/ Alexander K. Arrow
	Name:	Alexander K. Arrow, MD
	Title:	Chief Financial Officer

EX-31.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of Protagenic Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Garo H. Armen, Executive Chairman, and Alexander K. Arrow, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

August 14, 2018	By:	/s/ Garo H. Armen
		Garo H. Armen, PhD
		Executive Chairman
		(Principal Executive Officer)

August 14, 2018	By:	/s/ Alexander K. Arrow
		Alexander K. Arrow, MD, CFA
		Chief Financial Officer
		(Principal Financial Officer)

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	Jun. 30, 2018	Aug. 09, 2018
Document And Entity Information
Entity Registrant Name	Protagenic Therapeutics, Inc.\new
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Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,261,419
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Document Fiscal Year Focus	2018

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Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 236,013	$ 399,687
Marketable securities	849,569	1,285,753
Prepaid expenses	6,042	94,542
TOTAL CURRENT ASSETS	1,091,624	1,779,982
EQUIPMENT - NET	805	1,022
TOTAL ASSETS	1,092,429	1,781,004
CURRENT LIABILITIES
Accounts payable and accrued expenses	124,933	135,854
Derivative liability	407,616	425,838
TOTAL CURRENT LIABILITIES	532,549	561,692
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, value
Common stock, $.0001 par value, 100,000,000 shares authorized, 10,261,419 shares issued and outstanding at June 30, 2018, and December 31, 2017, respectively	1,026	1,026
Additional paid-in-capital	12,835,644	12,227,849
Accumulated deficit	(12,112,128)	(10,841,759)
Accumulated other comprehensive loss	(164,663)	(167,805)
TOTAL STOCKHOLDERS' EQUITY	559,880	1,219,312
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,092,429	1,781,004
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, value	$ 1	$ 1

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,261,419	10,261,419
Common stock, shares outstanding	10,261,419	10,261,419
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	18,000,000	18,000,000
Preferred stock, shares issued	872,766	872,766
Preferred stock, shares outstanding	872,766	872,766

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
REVENUE
OPERATING AND ADMINISTRATIVE EXPENSES
Research and development	333,862	120,180	524,276	258,992
General and administrative	351,263	351,409	767,533	870,517
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES	685,125	471,589	1,291,809	1,129,509
LOSS FROM OPERATIONS	(685,125)	(471,589)	(1,291,809)	(1,129,509)
OTHER (EXPENSE) INCOME
Interest income	69	7,928	1,650	8,112
Realized gain (loss) on marketable securities	1,568	(92)	1,568	(92)
Change in fair value of derivative liability	12,062	12,661	18,222	12,544
TOTAL OTHER INCOME	13,699	20,497	21,440	20,564
LOSS BEFORE TAX	(671,426)	(451,092)	(1,270,369)	(1,108,945)
INCOME TAX EXPENSE
NET LOSS	(671,426)	(451,092)	(1,270,369)	(1,108,945)
Other Comprehensive Income - net of tax
Net unrealized gain (loss) on marketable securities	3,541	(3,163)	3,466	(3,163)
Foreign exchange translation gain (loss)	503	8,916	(324)	10,946
TOTAL COMPREHENSIVE LOSS	$ (667,382)	$ (445,339)	$ (1,267,227)	$ (1,101,162)
Weighted average common shares - Diluted
Net loss per share - Basic and Diluted	$ (0.07)	$ (0.04)	$ (0.12)	$ (0.11)
Weighted average common shares - Basic and Diluted	10,261,419	10,261,419	10,261,419	10,261,419

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (1,270,369)	$ (1,108,945)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	176	(25)
Stock based compensation	607,795	500,877
Change in fair value of the derivative liability	(18,222)	(12,544)
(Gain) loss on sale of marketable securities	(1,568)	92
Changes in operating assets and liabilities
Prepaid expenses	88,500	60,417
Accounts payable and accrued expenses	(10,076)	(44,148)
NET CASH USED IN OPERATING ACTIVITIES	(603,764)	(604,276)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Sale of marketable securities	2,220,000	720,000
Purchase of marketable securities	(1,777,355)	(2,549,179)
NET CASH PROVIDED BY INVESTING ACTIVITIES	442,645	(1,829,179)
Effect of exchange rate on cash and cash equivalents	(2,555)	(39,118)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(163,674)	(2,472,573)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	399,687	3,100,398
CASH AND CASH EQUIVALENTS, END OF PERIOD	236,013	627,825
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest expense
Cash paid for income taxes
NONCASH TRANSACTIONS
Unrealized (gain) loss on marketable securities	$ (4,893)	$ 3,163

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Organization and Nature of Business

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc., a corporation formed in 2006 under the laws of the Province of Ontario, Canada.

The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Act, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. through a reverse merger. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic, Inc.) was merged with and into Atrinsic, Inc. Atrinsic, Inc. was the surviving corporation in this merger and changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

Reverse Business Combination (Merger)

On February 12, 2016 (“Closing Date”), Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company (which at the time was named Atrinsic, Inc.), merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of prior Protagenic and will continue the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

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Going Concern

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 - GOING CONCERN

As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred a net loss of $1,270,369 and $1,108,945 for the six months ended June 30, 2018 and 2017, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $12,112,128 as of June 30, 2018. The Company anticipates further losses in the development of its business. The Company had a net working capital of $559,075 at June 30, 2018 as a result of the continuing operations of the company. Based on its current forecast and budget, Management believes that its cash resources will be sufficient to fund its operations at least until the end of the fourth quarter of 2018. Absent generation of sufficient revenue from the execution of the Company’s business plan, it will need to obtain debt or equity financing by the fourth quarter of 2018.

As reflected in the unaudited condensed consolidated financial statements, the Company had an accumulated deficit at June 30, 2018, a net loss and net cash used in operating activities for the six months ended June 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The condensed 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 in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K/A filed with the SEC on April 5, 2018. The interim results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods.

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Use of estimates

The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, 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.

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 June 30, 2018, and December 31, 2017, the Company did not have any cash equivalents.

Equipment

Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer 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 threeyears. Depreciation expense was not material for the six months ended June 30, 2018 and 2017.

Marketable Securities

The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”).

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the unaudited condensed 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.

During the six months ended June 30, 2018 the Company purchased $1,777,355 and sold $2,220,000 in marketable securities with a realized gain of $1,568 and an unrealized gain of $4,893. As of June 30, 2018 and December 31, 2017, the Company owns marketable securities with a total value of $849,569 and 1,285,753, respectively.

As of June 30, 2018, the marketable securities have maturity dates ranging from July 26, 2018 to August 23, 2018.

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).

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 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 as of June 30, 2018.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		849,569			—		849,569		—			849,569
Derivative warrants liabilities	$	(407,616	)	$	—	$	—	$	(407,616	)	$	(407,616	)

The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		1,285,753			—		1,285,753		—			1,285,753
Derivative warrants liabilities	$	(425,838	)	$	—	$	—	$	(425,838	)	$	(425,838	)

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2018:

	Fair Value Measurement Using Level 3
	Inputs Total
Balance, December 31, 2017	$	425,838
Change in fair value of derivative warrants liabilities		(18,222	)
Balance, June 30, 2018	$	407,616

The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions:

	December 31, 2017			June 30, 2018
Exercise price		1.25			1.25
Risk free interest rate		1.98	%		2.63	%
Dividend yield		0.00	%		0.00	%
Expected volatility		144	%		145	%
Contractual term		3.15 Years			2.65 Years

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term.

Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants.

During the six months ended June 30, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $18,222 and a gain of $12,544 relating to the change in fair value, respectively.

Derivative Liability

The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Stock-Based Compensation

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, 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 canceled during the periods reported.

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. The company recognizes the impact of forfeitures when they occur.

Stock-Based Compensation for Non-Employees

The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The value of such non-employee awards unvested are re-measured over the vesting terms at each reporting date.

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.

	Potentially Outstanding  Dilutive Common Shares
	For the Six Months Ended  June 30, 2018		For the Year Ended  December 31, 2017
Conversion Feature Shares
Common shares issuable under the conversion feature of preferred shares		872,766		872,766
Stock Option		3,846,299		3,566,299
Warrant		3,826,658		3,826,658
Total potentially outstanding dilutive common shares		8,545,723		8,265,723

Research and Development

Research and development expenses are charged to operations as incurred.

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) 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. Section 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 Section 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 unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the unaudited condensed consolidated statements of income 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 statement of income and comprehensive income (loss).

Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of this principle did not have an effect on the Company’s Statement of Cash Flows.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards.

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Accounts Payable and Accrued Expenses

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at:

	June 30, 2018		December 31, 2017
Accounting	$	25,144	$	161
Research and development		92,995		124,728
Other		6,794		10,965
	$	124,933	$	135,854

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Derivative Liabilities

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 5 - DERIVATIVE LIABILITIES

Upon closing of the private placement transactions on February 12, 2016, the Company issued 127,346 and 295,945 warrants, to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively, to purchase the Company’s Series B Preferred Stock with an exercise price of $1.25 and a five-year term. The warrants have a cashless exercise feature that requires the Company to classify the warrants as a derivative liability.

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Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Stockholders' Equity (Deficit)

NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT)

Stock-Based Compensation

In connection with the consummation of the Merger completed on February 12, 2016, we adopted the pre-merger Protagenic Therapeutics, Inc.’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted our 2016 Equity Compensation Plan (the “2016 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.

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. On January 1, 2017, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares. As a result of this increase, as of January 1, 2018, the aggregate number of shares of common stock available for awards under the 2016 Plan is 2,712,678. Options issued under the 2016 Plan are exercisable for up to ten years from the date of issuance.

There were 3,846,299 options outstanding as of June 30, 2018. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.25 - $1.75
Expected dividend yield		0	%
Risk free interest rate		2.73% - 2.85	%
Expected life in years		4.00-9.65
Expected volatility		139% - 146	%

There were 2,613,299 options outstanding as of June 30, 2017. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.00 - $1.25
Expected dividend yield		0	%
Risk free interest rate		1.89% - 2.31	%
Expected life in years		4.60 – 9.59
Expected volatility		204% - 258	%

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

				Weighted Average		Weighted Average Remaining
	Number			Exercise Price		Life
Stock Options
Outstanding January 1, 2017		2,484,445		$	1.18		9.82
Granted		1,103,000		$	1.68		8.96
Expired		(21,146	)	$	1.00
Outstanding December 31, 2017		3,566,299		$	1.33		8.05
Granted		280,000		$	1.75		9.90
Expired		-
Outstanding June 30, 2018		3,846,299		$	1.36		7.71

A summary of the status of the Company’s nonvested shares as of June 30, 2018, and changes during the six months ended June 30, 2018, is presented below:

Nonvested Shares	Shares			Weighted-Average Exercise Price
Nonvested at January 1, 2018		1,492,861		$	1.54
Granted		280,000		$	1.75
Vested		(520,684	)	$	1.25
Forfeited		-			-
Nonvested at June 30, 2018		1,252,177		$	1.59

As of June 30, 2018, the Company had 3,846,299 shares issuable under options outstanding at a weighted average exercise price of $1.36 and an intrinsic value of $176,250.

There were no options granted during the three months ended June 30, 2018 and 2017.

The total number of options granted during the six months ended June 30, 2018 and 2017 was 280,000 and 150,000, respectively. The exercise price for these options was $1.75 per share or $1.25 per share.

The Company recognized compensation expense related to options issued of $263,148 and $145,541 during the three months ended June 30, 2018 and 2017, respectively, which is included in general and administrative expenses and research and development expenses. For the three months ended June 30, 2018, $145,422 of the stock compensation was related to employees and $117,726 was related to non-employees.

The Company recognized compensation expense related to options issued of $607,795 and $500,877 during the six months ended June 30, 2018 and 2017, respectively, which is included in general and administrative expenses and research and development expenses. For the six months ended June 30, 2018, $311,635 of the stock compensation was related to employees and $296,160 was related to non-employees.

As of June 30, 2018, the unamortized stock option expense was $1,579,637 with $769,566 being related to employees and $810,071 being related to non-employees. As of June 30, 2018, the weighted average period for the unamortized stock compensation to be recognized is 2.66 years.

On January 24, 2018, the Company entered into a consulting agreement (the “Agreement”) with NeuroAssets Sàrl (“Consultant”), a Swiss company. As part of the agreement, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of ten years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by Consultant.

During the first quarter the Company granted 80,000 stock options to four consultants. 50,000 of these options vest immediately and the remaining 30,000 options vest monthly over 48 months, have an exercise price of $1.75, and have a term of ten years.

Warrants:

In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 for 1 basis, into new warrants (the “New Warrants”) to purchase shares of our Series B Preferred Stock.

Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.05 per share were issued to holders of Prior Protagenic warrants; additionally, holders of $665,000 of our debt and $35,000 of accrued interest exchanged such debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. Placement Agent Warrants to purchase 127,346 shares of Series B Preferred Stock at an exercise price of $1.25 per share were issued in connection with the Private offering. These warrants to purchase 423,291 shares of Series B Preferred Stock have been recorded as derivative liabilities. See Note 5.

A summary of warrant issuances are as follows:

			Weighted Average		Weighted Average Remaining
	Number		Exercise Price		Life
Warrants
Outstanding January 1, 2018		3,826,658	$	1.05		4.69
Granted		-		-		-
Outstanding June 30, 2018		3,826,658	$	1.05		4.19

As of June 30, 2018 the Company had 3,826,658 shares issuable under warrants outstanding at a weighted average exercise price of $1.05 and an intrinsic value of $763,342.

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Collaborative Agreements

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborative Agreements

NOTE 7 - COLLABORATIVE AGREEMENTS

The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 (the “Research Agreement”) for the performance of a research project titled “Evidence for existence of TCAP receptors in neurons” (the “Project”). The Research Agreement expired on March 31, 2013.

The Company and 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 a professor at the University and stockholder of the Company (the “Professor”) 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, the Professor 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, 2016 which allows for further development of the technologies and use of their applications. Upon expiration of the agreement, payments to the University and research support from the University will suspend until an agreement can be made.

Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a ten-year period which ends on April 1, 2022. As of June 30, 2018 the Professor has been granted 533,299 stock options, of which 396,451 are fully vested, at an exercise price of $1.00, $1.25 or 1.75 exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027 or on October 16, 2027.

The sponsorship research and development expenses pertaining to the Research Agreements were $0 and $20,233 for the six months ended June 30, 2018 and 2017, respectively.

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Licensing Agreements

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Licensing Agreements

NOTE 8 - 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.

Pursuant 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 six months ended June 30, 2018 and 2017 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 the Professor, 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 the Professor 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.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement

The Company had an employment agreement with a former officer (the “Former Officer”) which expired on December 31, 2015. The employment agreement indicated a salary of $6,489 per month plus a bonus, including healthcare benefits. The Former Officer was also granted 75,000 stock options, valued at $64,223 using the Black-Scholes calculation of which $53,519 was expensed in 2015.

Upon the expiration of the employment agreement, the Company and Former Officer entered into a consulting agreement in its place, which provides that the Company may retain the Former Officer as a consultant on an as-needed basis. As a consultant, the Former Officer is responsible for Canadian financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure Canadian non-dilutive grant funding for the Company. The Former Officer has been granted 250,000 stock options in total, 25,000 of which expired unexercised. The remaining 225,000 are fully vested, at exercise prices of $1.00 and $1.25, with certain options expiring on March 30, 2021, March 1, 2024 and March 9, 2025. Either party may terminate the agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of the agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Former Officer will have any further obligations under the consulting agreement.

The Company has accrued $0 to the Former Officer for research and development projects and paid the equivalent in U.S. dollars of $10,428 during the six months ended June 30, 2018.

Consulting Agreement

PTI Canada entered into a consulting agreement (the “PTI Canada Consulting Agreement”) with a stockholder of the Company (the “Consultant”) which, as amended, expires on December 31, 2017. Pursuant to the PTI Canada Consulting Agreement, the Consultant is responsible for overseeing i) design and development of enzyme-linked immunosorbent assay (“ELISA”), assays for measuring TCAP, ii) evaluation of TCAP exposure biomarker assay, iii) development of pipeline peptides, and iv) development of clinically compatible formulations for TCAP, as well as all of the bench research and development of formulation and extraction methods. The Consultant has been granted 150,000 stock options, which are fully vested at exercise prices of $1.00 and $1.25, exercisable over ten year periods which end either on March 30, 2021 or March 1, 2025. The Consultant is paid the Canadian equivalent of approximately US$2,370 per month. Either party may terminate the PTI Canada Consulting Agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of such agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Consultant will have any further obligations under the PTI Canada Consulting Agreement. As of the first quarter of 2018, the Company will no longer be making the fixed monthly payments and will instead be paying the Consultant for their services on an as needed basis.

The Company has accrued $0 to pay the Consultant for research and development projects during the six months ended June 30, 2018 and paid $8,338 during the six months ended June 30, 2018.

On January 24, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with NeuroAssets Sàrl (“NeuroAssets”), a Swiss company. Under the Consulting Agreement, NeuroAssets will provide us with advisory services relating to introductions and presentations to pharmaceutical companies who could potentially become our corporate partners. The Consulting Agreement may be terminated by either party at any time upon notice. The Company plans to pay NeuroAssets $5,000 per month until such time as the Consulting Agreement is terminated.

The Consulting Agreement also provided for the grant of options to Consultant. Accordingly, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of ten years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by NeuroAssets.

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.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The condensed 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 in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K/A filed with the SEC on April 5, 2018. The interim results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods.

Principles of Consolidation

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Use of Estimates

Use of estimates

The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance.

Concentrations of Credit Risk

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.

Cash and Cash Equivalents

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 June 30, 2018, and December 31, 2017, the Company did not have any cash equivalents.

Equipment

Equipment

Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer 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 threeyears. Depreciation expense was not material for the six months ended June 30, 2018 and 2017.

Marketable Securities

Marketable Securities

The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”).

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the unaudited condensed 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.

During the six months ended June 30, 2018 the Company purchased $1,777,355 and sold $2,220,000 in marketable securities with a realized gain of $1,568 and an unrealized gain of $4,893. As of June 30, 2018 and December 31, 2017, the Company owns marketable securities with a total value of $849,569 and 1,285,753, respectively.

As of June 30, 2018, the marketable securities have maturity dates ranging from July 26, 2018 to August 23, 2018.

Fair Value Measurements

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).

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 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 as of June 30, 2018.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		849,569			—		849,569		—			849,569
Derivative warrants liabilities	$	(407,616	)	$	—	$	—	$	(407,616	)	$	(407,616	)

The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		1,285,753			—		1,285,753		—			1,285,753
Derivative warrants liabilities	$	(425,838	)	$	—	$	—	$	(425,838	)	$	(425,838	)

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2018:

	Fair Value Measurement Using Level 3
	Inputs Total
Balance, December 31, 2017	$	425,838
Change in fair value of derivative warrants liabilities		(18,222	)
Balance, June 30, 2018	$	407,616

The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions:

	December 31, 2017			June 30, 2018
Exercise price		1.25			1.25
Risk free interest rate		1.98	%		2.63	%
Dividend yield		0.00	%		0.00	%
Expected volatility		144	%		145	%
Contractual term		3.15 Years			2.65 Years

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term.

Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants.

During the six months ended June 30, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $18,222 and a gain of $12,544 relating to the change in fair value, respectively.

Derivative Liability

Derivative Liability

The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Stock-Based Compensation

Stock-Based Compensation

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, 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 canceled during the periods reported.

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. The company recognizes the impact of forfeitures when they occur.

Stock-Based Compensation for Non-Employees

Stock-Based Compensation for Non-Employees

The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The value of such non-employee awards unvested are re-measured over the vesting terms at each reporting date.

Basic and Diluted Net (Loss) Per Common Share

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.

	Potentially Outstanding  Dilutive Common Shares
	For the Six Months Ended  June 30, 2018		For the Year Ended  December 31, 2017
Conversion Feature Shares
Common shares issuable under the conversion feature of preferred shares		872,766		872,766
Stock Option		3,846,299		3,566,299
Warrant		3,826,658		3,826,658
Total potentially outstanding dilutive common shares		8,545,723		8,265,723

Research and Development

Research and Development

Research and development expenses are charged to operations as incurred.

Foreign Currency Translation

Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) 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. Section 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 Section 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 unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the unaudited condensed consolidated statements of income 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 statement of income and comprehensive income (loss).

Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of this principle did not have an effect on the Company’s Statement of Cash Flows.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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 as of June 30, 2018.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		849,569			—		849,569		—			849,569
Derivative warrants liabilities	$	(407,616	)	$	—	$	—	$	(407,616	)	$	(407,616	)

The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017.

	Carrying			Fair Value Measurement Using
	Value			Level 1		Level 2		Level 3			Total
Marketable securities		1,285,753			—		1,285,753		—			1,285,753
Derivative warrants liabilities	$	(425,838	)	$	—	$	—	$	(425,838	)	$	(425,838	)

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2018:

	Fair Value Measurement Using Level 3
	Inputs Total
Balance, December 31, 2017	$	425,838
Change in fair value of derivative warrants liabilities		(18,222	)
Balance, June 30, 2018	$	407,616

Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

	December 31, 2017			June 30, 2018
Exercise price		1.25			1.25
Risk free interest rate		1.98	%		2.63	%
Dividend yield		0.00	%		0.00	%
Expected volatility		144	%		145	%
Contractual term		3.15 Years			2.65 Years

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	Potentially Outstanding  Dilutive Common Shares
	For the Six Months Ended  June 30, 2018		For the Year Ended  December 31, 2017
Conversion Feature Shares
Common shares issuable under the conversion feature of preferred shares		872,766		872,766
Stock Option		3,846,299		3,566,299
Warrant		3,826,658		3,826,658
Total potentially outstanding dilutive common shares		8,545,723		8,265,723

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Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following at:

	June 30, 2018		December 31, 2017
Accounting	$	25,144	$	161
Research and development		92,995		124,728
Other		6,794		10,965
	$	124,933	$	135,854

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Stockholders' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.25 - $1.75
Expected dividend yield		0	%
Risk free interest rate		2.73% - 2.85	%
Expected life in years		4.00-9.65
Expected volatility		139% - 146	%

The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows:

Exercise price	$	1.00 - $1.25
Expected dividend yield		0	%
Risk free interest rate		1.89% - 2.31	%
Expected life in years		4.60 – 9.59
Expected volatility		204% - 258	%

Schedule of Share-based Compensation, Stock Options, Activity

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

				Weighted Average		Weighted Average Remaining
	Number			Exercise Price		Life
Stock Options
Outstanding January 1, 2017		2,484,445		$	1.18		9.82
Granted		1,103,000		$	1.68		8.96
Expired		(21,146	)	$	1.00
Outstanding December 31, 2017		3,566,299		$	1.33		8.05
Granted		280,000		$	1.75		9.90
Expired		-
Outstanding June 30, 2018		3,846,299		$	1.36		7.71

Schedule of Share-based Compensation Nonvested Shares

A summary of the status of the Company’s nonvested shares as of June 30, 2018, and changes during the six months ended June 30, 2018, is presented below:

Nonvested Shares	Shares			Weighted-Average Exercise Price
Nonvested at January 1, 2018		1,492,861		$	1.54
Granted		280,000		$	1.75
Vested		(520,684	)	$	1.25
Forfeited		-			-
Nonvested at June 30, 2018		1,252,177		$	1.59

Summary of Warrant Issuances

A summary of warrant issuances are as follows:

			Weighted Average		Weighted Average Remaining
	Number		Exercise Price		Life
Warrants
Outstanding January 1, 2018		3,826,658	$	1.05		4.69
Granted		-		-		-
Outstanding June 30, 2018		3,826,658	$	1.05		4.19

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 671,426	$ 451,092	$ 1,270,369	$ 1,108,945
Accumulated deficit	12,112,128		12,112,128		$ 10,841,759
Net working capital	$ 559,075		$ 559,075

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Cash equivalents, at carrying value
Payments to acquire marketable securities			1,777,355	$ 2,549,179
Proceeds from sale of marketable securities			2,220,000	720,000
Marketable securities, gross realized (gain) loss	1,568	$ (92)	1,568	(92)
Marketable securities, gross unrealized gain (loss)			(4,893)	3,163
Marketable securities	849,569		$ 849,569		$ 1,285,753
Marketable securities maturity dates			July 26, 2018 to August 23,2018
Derivative, gain (loss) on derivative, net	$ (12,062)	$ (12,661)	$ (18,222)	$ (12,544)
Measurement Input, Expected Dividend Rate [Member]
Fair value measurements, input percentage			0.00%
Private Placement [Member] | Placement Agent Warrants [Member]
Class of warrant or right, issued			127,346
Private Placement [Member] | Debt Settlement [Member] | Strategic Bio Partners [Member]
Class of warrant or right, issued			295,945
Equipment [Member]
Property, plant and equipment, useful life			3 years

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Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Marketable securities	$ 849,569	$ 1,285,753
Reported Value Measurement [Member]
Marketable securities	849,569	1,285,753
Derivative warrants liabilities	(407,616)	(425,838)
Estimate of Fair Value Measurement [Member]
Marketable securities	849,569	1,285,753
Derivative warrants liabilities	(407,616)	(425,838)
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Marketable securities
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]
Marketable securities	849,569	1,285,753
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Marketable securities
Derivative warrants liabilities	$ (407,616)	$ (425,838)

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Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
Accounting Policies [Abstract]
Balance	$ 425,838
Change in fair value of derivative warrants liabilities	(18,222)
Balance	$ 407,616

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Summary of Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Measurement Input, Exercise Price [Member]
Fair value assumptions, exercise price	$ 1.25	$ 1.25
Measurement Input, Risk Free Interest Rate [Member]
Fair value assumptions	2.63%	1.98%
Measurement Input, Expected Dividend Rate [Member]
Fair value assumptions	0.00%	0.00%
Measurement Input, Price Volatility [Member]
Fair value assumptions	145.00%	144.00%
Measurement Input, Contractual Term [Member]
Fair value assumptions. contractual term	2 years 7 months 24 days	3 years 1 month 24 days

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Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Total potentially outstanding dilutive common shares	8,545,723	8,545,723
Conversion Feature Shares [Member]
Total potentially outstanding dilutive common shares	872,766	872,766
Stock Option [Member]
Total potentially outstanding dilutive common shares	3,846,299	3,566,299
Warrant [Member]
Total potentially outstanding dilutive common shares	3,826,658	3,826,658

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Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accounting	$ 25,144	$ 161
Research and development	92,995	124,728
Other	6,794	10,965
Accounts payable and accrued expenses	$ 124,933	$ 135,854

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Derivative Liabilities (Details Narrative) - Series B Preferred Stock [Member] - Private Placement [Member] - $ / shares		6 Months Ended
	Feb. 12, 2016	Jun. 30, 2018
Class of warrant or right, issued during period	127,346
Class of warrant or right, exercise price of warrants or rights	$ 1.25	$ 1.25
Class of warrant or right, expiration period	5 years	5 years
Debt Settlement [Member] | Strategic Bio Partners [Member]
Class of warrant or right, issued during period	295,945
Class of warrant or right, exercise price of warrants or rights	$ 1.25
Class of warrant or right, expiration period	5 years

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Stockholders' Equity (Deficit) (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 20, 2018	Jan. 02, 2017	Feb. 12, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Jan. 24, 2018	Dec. 31, 2016
Stock options outstanding				3,846,299	2,613,299	3,846,299	2,613,299	3,566,299		2,484,445
Stock options outstanding weighted average exercise price				$ 1.36		$ 1.36		$ 1.33		$ 1.18
Stock options intrinsic value				$ 176,250		$ 176,250
Number of stock options granted						280,000		1,103,000
Stock option weighted average exercise price per share						$ 1.75		$ 1.68
Stock options granted, term						8 years 18 days		9 years 9 months 25 days
Number of stock options vested						520,684
Class of warrant or right, outstanding				3,826,658		3,826,658		3,826,658
Class of warrant or right, outstanding, weighted average exercise price				$ 1.05		$ 1.05		$ 1.05
Class of warrant or right, outstanding, intrinsic value				$ 763,342		$ 763,342
Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights				423,291		423,291
Class of warrant or right, exercise price of warrants or rights			$ 1.25	$ 1.25		$ 1.25
Class of warrant or right, expiration period			5 years			5 years
Protagenic Therapeutics Inc [Member]
Debt instrument, face amount				$ 665,000		$ 665,000
Accrued interest				$ 35,000		$ 35,000
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				295,945		295,945
Class of warrant or right, exercise price of warrants or rights				$ 1.25		$ 1.25
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				127,346		127,346
Class of warrant or right, exercise price of warrants or rights				$ 1.25		$ 1.25
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights				3,403,367		3,403,367
Class of warrant or right, exercise price of warrants or rights				$ 1.05		$ 1.05
Four Consultant [Member]
Number of stock options granted						80,000
Stock option granted vesting period						48 months
Stock options granted, term						10 years
Number of stock options vested						50,000
Former Consultant [Member]
Stock options outstanding weighted average exercise price				$ 1.75		$ 1.75
Consulting Agreement [Member] | Neuro Assets Sarl [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized									200,000
Employee [Member]
Compensation expense				$ 145,422		$ 311,635
Non-Employee [Member]
Compensation expense					$ 117,726		$ 296,160
Four Consultants [Member] | Over Fourty Eight Months [Member]
Number of stock options vested						30,000
Stock Option [Member]
Number of stock options granted						280,000	150,000
Stock option weighted average exercise price per share						$ 1.75	$ 1.25
Compensation expense				$ 263,148	$ 145,541	$ 607,795	$ 500,877
Employee Stock Option [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized				1,579,637		$ 1,579,637
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition						2 years 7 months 28 days
Employee Stock Option [Member] | Employee [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized				769,566		$ 769,566
Employee Stock Option [Member] | Non-Employee [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized				$ 810,071		$ 810,071
The 2016 Plan [Member]
Number of additional shares grants for issuance		564,378
Number of shares available for grant		2,712,678
Share-based payment award, expiration period		10 years
2016 Equity Compensation Plan [Member]
Stock options outstanding weighted average exercise price	$ 1.75
Stock option granted vesting period	48 months
Stock options granted, term	10 years
2016 Equity Compensation Plan [Member] | Consulting Agreement [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized	200,000
Stock option granted vesting period	48 months
Stock options granted, term	10 years

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Stockholders' Equity (Deficit) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Exercise price	$ 1.25	$ 1.00
Risk free interest rate	2.73%	1.89%
Expected life in years	4 years	4 years 7 months 6 days
Expected volatility	139.00%	204.00%
Maximum [Member]
Exercise price	$ 1.75	$ 1.25
Risk free interest rate	2.85%	2.31%
Expected life in years	9 years 7 months 24 days	9 years 7 months 2 days
Expected volatility	146.00%	258.00%

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Stockholders' Equity (Deficit) - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Equity [Abstract]
Stock Options outstanding, Beginning	3,566,299	2,484,445	2,484,445
Stock Options, Granted	280,000		1,103,000
Stock Options, Expired			(21,146)
Stock Options outstanding, Ending	3,846,299	2,613,299	3,566,299
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning	$ 1.33	$ 1.18	$ 1.18
Weighted Average Exercisable Price, Stock Options Outstanding, Granted	1.75		1.68
Weighted Average Exercisable Price, Stock Options Outstanding, Expired			1.00
Weighted Average Exercisable Price, Stock Options Outstanding, Ending	$ 1.36		$ 1.33
Weighted average remaining life, stock options outstanding, Beginning	8 years 18 days		9 years 9 months 25 days
Weighted average remaining life, stock options outstanding, granted	9 years 10 months 25 days		8 years 11 months 15 days
Weighted average remaining life, stock options outstanding, Ending	7 years 11 months 15 days		7 years 1 month 6 days

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Stockholders' Equity (Deficit) - Schedule of Share-based Compensation Nonvested Shares (Details)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Equity [Abstract]
Nonvested Shares, beginning balance | shares	1,492,861
Nonvested Shares, Granted | shares	280,000
Nonvested Shares, Vested | shares	(520,684)
Nonvested Shares, Forfeited | shares
Nonvested Shares, ending balance | shares	1,252,177
Weighted Average Exercise Price, beginning balance | $ / shares	$ 1.54
Weighted Average Exercise Price, Granted | $ / shares	1.75
Weighted Average Exercise Price, Vested | $ / shares	1.25
Weighted Average Exercise Price, Forfeited | $ / shares
Weighted Average Exercise Price, ending balance | $ / shares	$ 1.59

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Stockholders' Equity (Deficit) - Summary of Warrant Issuances (Details)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Equity [Abstract]
Number of Warrants Outstanding, Beginning | shares	3,826,658
Number of Warrants Outstanding, Granted | shares
Number of Warrants Outstanding, Ending | shares	3,826,658
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ / shares	$ 1.05
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ / shares
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending | $ / shares	$ 1.05
Number of Warrants Outstanding, Weighted Average Remaining Life	4 years 8 months 9 days
Number of Warrants Exercisable, Weighted Average Remaining life	4 years 2 months 8 days

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Collaborative Agreements (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2015
Number of stock options vested			520,684
Research and development expense	$ 333,862	$ 120,180	$ 524,276	$ 258,992
Research Agreement [Member]
Research and development expense			$ 0	$ 20,233
University of Toronto [Member]
Share-based compensation stock options, grants					25,000
Share-based compensation weighted average exercise price					$ 1.00
Share-based payment award, expiration period					10 years
Professor [Member] | Employee Stock Option [Member]
Share-based compensation stock options, grants			533,299
Share-based compensation weighted average exercise price	$ 1.00		$ 1.00
Number of stock options vested			396,451
Options expiration date, description			on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027 or on October 16, 2027.
Professor [Member] | Employee Stock Option [Member] | Minimum [Member]
Share-based compensation weighted average exercise price	1.25		$ 1.25
Share-based payment award, expiration period			10 years
Professor [Member] | Employee Stock Option [Member] | Maximum [Member]
Share-based compensation weighted average exercise price	$ 1.75		$ 1.75
Share-based payment award, expiration period			13 years

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Licensing Agreements (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Royalty payment on behalf of sub-licensee, percentage	2.50%		2.50%
Revenues
Licensing Agreements [Member]
Royalty payment, percentage	2.50%		2.50%
Up-front sub-license fees, percentage	10.00%		10.00%
Interest on amounts owed under license agreement, rate	3.00%		3.00%

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Commitments and Contingencies (Details Narrative) - USD ($)			6 Months Ended	12 Months Ended
	Feb. 20, 2018	Jan. 24, 2018	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2015
Share-based compensation stock options, expirations				21,146
Number of stock options vested			520,684
Stock options granted, term			8 years 18 days	9 years 9 months 25 days
2016 Equity Compensation Plan [Member]
Share-based compensation, vesting period	48 months
Stock options granted, term	10 years
Employment Agreement [Member] | Former Officer [Member]
Monthly salary					$ 6,489
Share-based compensation options grants					75,000
Share-based compensation options grants, value					$ 64,223
Share-based compensation expense					$ 53,519
Consulting Agreement [Member] | 2016 Equity Compensation Plan [Member]
Share-based compensation weighted average exercise price	$ 1.75
Share-based compensation arrangement by share-based payment award, number of shares authorized	200,000
Share-based compensation, vesting period	48 months
Stock options granted, term	10 years
Consulting Agreement [Member] | Neuro Assets Sarl [Member]
Consultant fees per month		$ 5,000
Consulting Agreement [Member] | Former Officer [Member]
Share-based compensation options grants					250,000
Share-based compensation stock options, expirations					25,000
Number of stock options vested					225,000
Option expiration, description					Options expiring on March 30, 2021, March 1, 2024 and March 9, 2025
Accrued expenses			$ 0
Compensation			10,428
Consulting Agreement [Member] | Former Officer [Member] | Range One [Member]
Share-based compensation weighted average exercise price					$ 1.00
Consulting Agreement [Member] | Former Officer [Member] | Range Two [Member]
Share-based compensation weighted average exercise price					$ 1.25
Consulting Agreement [Member] | Stockholder [Member]
Compensation			$ 8,338
Share-based compensation stock options, exercisable			150,000
Compensation of rendered service			$ 2,370
Consulting Agreement [Member] | Stockholder [Member] | Range One [Member]
Share-based compensation weighted average exercise price			$ 1.00
Consulting Agreement [Member] | Stockholder [Member] | Range Two [Member]
Share-based compensation weighted average exercise price			$ 1.25