Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

Dr. Jennifer Buell has resigned as a member of the Audit Committee, and the board has appointed Joshua Silverman, a member of the Board who meets all audit committee independence and other eligibility requirements identified in Nasdaq Listing Rule 5605(c)(2)(A), to serve as a member of the Audit Committee.

On October 1, 2021, Protagenic Therapeutics, Inc. (the "Company") received a letter (the "Notice") from The Nasdaq Stock Market ("Nasdaq") notifying the Company of the Nasdaq Staff's determination that during the period from April 27, 2021 to September 30, 2021 the membership of Dr. Buell as a member of the audit committee did not comply with Nasdaq's audit committee composition requirements set forth in Listing Rule 5605(c)(2)(A). With the replacement of Dr. Buell on the audit committee with Mr. Silverman , the company is now in compliance with the NASDAQ requirement.

Further, notwithstanding the prior assessment of Dr. Buell not qualifying as independent, it was later determined that Dr. Buell did meet the independence requirements of Nasdaq Listing Rule 5605(c)(2)(A)(ii). Thus, Dr. Buell is now also considered as an independent member of the Board.





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