UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/AAmendment No. 1



|[X] | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------



For
fiscal year ended: December 31, 2018



OR



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



For
the transition period from _______________ to _______________



Commission
file number: 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                         |  |               
|-------------------------------------------- |  | --------------
|New
    York, New York                       |  | 10010         
|(Address
    of principal executive offices) |  | (Zip
    Code)



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



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



|Title
    of each class |  | Name
    of exchange on which registered
|----------------------- |  | ----------------------------------------
|N/A                     |  | N/A                                     



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



Common
Stock, $0.0001 par value

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[  ] No [X]



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



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



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).

Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



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



| | Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
| | -------------------------------- | ---------------------------------
| | Non-accelerated
    filer [  ]   | Smaller
    reporting company [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 12b-2 of the Exchange Act).

Yes
[  ] No [X]



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2018, based
on a closing price as reported on the OTCQB of $1.76 was approximately $18,060,097.



As
of March 29, 2019, there were 10,261,419 shares of the registrant’s common stock, par value $0.0001, issued and outstanding,
and 872,766 shares of the registrant’s Series B Preferred Stock, par value $0.000001, issued and outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A hereby amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2018 (the “Form 10-K”), which the Registrant filed with the Securities and Exchange Commission on March 29, 2019.
This amendment is being filed solely to provide Exhibit 23.1 to the Form 10-K, which was inadvertently omitted from the Form 10-K
as filed.



This
Amendment does not affect any other parts of or exhibits to the Form 10-K, and those unaffected parts or exhibits are not included
in this Amendment. Except as described above and the filing of the currently dated Section 302 certifications, no other portion
of the Form 10-K for the fiscal year ended December 31, 2018 is amended hereby and the Form 10-K continues to speak as of the
date of the original filing of the Form 10-K. No modification or update is otherwise being made to any other disclosure or exhibits
to such Form 10-K. Accordingly, this Amendment should be read in conjunction with such Form 10-K and the Registrant’s filings
made with the Securities and Exchange Commission subsequent to the date of such Form 10-K.



PART
IV



Item
15. Exhibits, Financial Statement Schedules.



(a)
Index to Financial Statements and Exhibits



|ExhibitNo. |  | Description                                                                                
|---------- |  | -------------------------------------------------------------------------------------------
|           |  |                                                                                            
|23.1       |  | Consent of Malone Bailey LLP*                                                              
|           |  |                                                                                            
|31.1       |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*.
|           |  |                                                                                            
|31.2       |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)*.
|           |  |                                                                                            
|32         |  | Section 1350 Certifications †                                                              



|* | Filed
    herewith    
|- | ----------------------
|† | Furnished
    herewith



2







SIGNATURES



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



|      |              |  | PROTAGENIC
    THERAPEUTICS, INC.
|----- | ------------ |  | ---------------------------------
|      |              |  |                                  
|Date: | July
3, 2019 |  | By:                              
|      |              |  |                                  
|      |              |  |                                  





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