Core Viewpoint - AlphaTON Capital Corp. is focused on acquiring approximately $100 million in TON tokens and establishing a digital asset treasury to leverage Telegram's extensive user base of over a billion monthly active users [1][21]. Strategic Overview - The company is executing a treasury strategy aimed at acquiring TON, managing network infrastructure, and incubating applications within Telegram's ecosystem, demonstrating a commitment to decentralized applications and infrastructure growth [2][5]. - AlphaTON Capital aims to generate significant returns through strategic management of TON validation and staking operations, which are core yield-generating activities [5][10]. Leadership and Management - Brittany Kaiser has been appointed as the Chief Executive Officer and Board Member, bringing extensive experience in blockchain and digital assets, which positions the company for accelerated growth [3][9]. - Enzo Villani will join as Executive Chairman and Chief Investment Officer, emphasizing the convergence of traditional finance with digital assets [4][6]. Operational Strategy - The operational strategy includes three key components: acquiring TON tokens, implementing yield generation through network validation and staking, and developing projects within the Telegram mini app ecosystem [10][11]. - The integration of the TON blockchain with Telegram's platform is expected to facilitate decentralized application development and mass user adoption [12][21]. Financing and Growth - AlphaTON Capital has entered into a private placement for approximately 6.7 million ordinary shares at $5.73 per share, aiming for gross proceeds of about $38.2 million to fund cryptocurrency acquisitions [14][15]. - The company has also secured a loan facility with BitGo Prime for up to $35 million to purchase TON, which will be collateralized by the tokens [15][21]. Market Positioning - AlphaTON Capital is positioned as a specialized digital asset treasury company, providing institutional-grade exposure to the TON ecosystem and Telegram's user base while maintaining governance standards of a Nasdaq-listed company [21][22]. - The company is leveraging strategic partnerships with leading institutions in the digital asset ecosystem to enhance its market expertise and community engagement [7][8].

Part I [Item 3. Key Information](index=8&type=section&id=Item%203.%20Key%20Information) The company presents key financial data showing recent net losses and details significant risks including funding, clinical development, and Nasdaq compliance Selected Financial Data (U.S. Dollars in thousands, except per share amounts) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net loss attributable to owners** | $(6,767) | $(75,339) | $(104,611) | $(16,870) | $(15,833) | | **Working capital** | $1,125 | $4,816 | $11,811 | $24,049 | $1,738 | | **Total assets** | $2,225 | $7,779 | $99,129 | $194,662 | $174,860 | | **Equity attributable to owners** | $(123) | $4,022 | $76,045 | $121,205 | $101,449 | | **Net loss per share - Basic & Diluted** | $(5.72) | $(77.83) | $(129.79) | $(25.83) | $(26.97) | - The company has limited funding and is exploring strategic alternatives, which may include partnerships, a sale of the company, a merger, restructuring, or a wind-down; **current cash is insufficient for the next twelve months of operations**[41](index=41&type=chunk)[42](index=42&type=chunk) - The company faces risks related to its need for additional capital, a history of operating losses, and uncertainties inherent in pharmaceutical research and development, including expensive and uncertain clinical trials[46](index=46&type=chunk)[51](index=51&type=chunk)[57](index=57&type=chunk) - On December 10, 2024, the company received a notice of non-compliance from Nasdaq regarding the minimum shareholders' equity requirement; the company **regained compliance as of June 24, 2025**[99](index=99&type=chunk) - The company believes it was a **Passive Foreign Investment Company (PFIC)** for the fiscal year ended March 31, 2025, which could have adverse U.S. federal income tax consequences for U.S. shareholders[106](index=106&type=chunk)[107](index=107&type=chunk) [Item 4. Information on the Company](index=27&type=section&id=Item%204.%20Information%20on%20the%20Company) The immuno-oncology company details strategic changes to its clinical pipeline, driven by capital constraints, focusing on its adenosine antagonist platform - Due to capital constraints, the company **discontinued the iOx Therapeutics IMPORT-201 (PORT-2) trial** in January 2024 and paused the Tarus Therapeutics ADPORT-601 (PORT-6 and PORT-7) trial in April 2024[139](index=139&type=chunk) - In December 2024, Portage entered into a Letter of Intent (LOI) with Immunova, LLC for the **potential acquisition of its wholly-owned subsidiary, iOx Therapeutics**, which is developing iNKT agonists like PORT-2[140](index=140&type=chunk) - In March 2025, **patient enrollment resumed in the final cohort of the PORT-6 Phase 1a clinical trial**, following a temporary pause, based on favorable safety and preliminary activity signals[142](index=142&type=chunk) Adenosine Antagonist Platform Pipeline | ASSET | TECHNOLOGY | INDICATION | STAGE | | :--- | :--- | :--- | :--- | | **PORT-6** | A2AR Antagonist | SOLID TUMORS | Phase 1a | | **PORT-7** | A2BR Antagonist | SOLID TUMORS | Phase 1a* | | **PORT-6 + PORT-7** | A2AR + A2BR Antagonist | SOLID TUMORS | Phase 1a* | | **PORT-8** | Fixed A2AR/A2BR Antagonist | SOLID TUMORS | Preclinical | | **PORT-9** | Gut-Restricted A2BR Antagonist | COLORECTAL GI TUMORS | Preclinical | *Patient dosing has not yet commenced. [Item 5. Operating and Financial Review and Prospects](index=39&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) The company's net loss narrowed significantly in Fiscal 2025 due to the absence of prior-year impairment charges and reduced R&D spending Comparison of Operating Results (in thousands of U.S. Dollars) | Line Item | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | **Operating expenses** | $(7,383) | $(18,199) | $(16,575) | | **Impairment losses (IPR&D, Goodwill, etc.)** | $0 | $(82,685) | $(108,585) | | **Net loss** | $(6,778) | $(75,382) | $(104,666) | | **Total comprehensive loss** | $(6,778) | $(75,420) | $(109,949) | - The decrease in net loss from $75.4 million in FY2024 to **$6.8 million in FY2025** was mainly driven by the absence of **$82.5 million in non-cash impairment charges** recorded in FY2024[206](index=206&type=chunk)[208](index=208&type=chunk) - Research and Development (R&D) expenses **decreased by 75% to $3.1 million** in FY2025 from $12.5 million in FY2024, primarily due to pausing enrollment in sponsored clinical trials to preserve cash[211](index=211&type=chunk)[212](index=212&type=chunk) - Management has concluded that the company's cash of $0.6 million as of July 21, 2025, is not sufficient to fund operations for the next twelve months, raising **significant doubt about its ability to continue as a going concern**[231](index=231&type=chunk)[585](index=585&type=chunk) [Item 6. Directors, Senior Management and Employees](index=52&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) The company details its board and executive team composition, recent leadership changes, compensation policies, and significant insider share ownership - Key leadership changes include **Alexander Pickett appointed as CEO** on December 15, 2024, and **Andrea E. Park appointed as CFO** on September 30, 2024[265](index=265&type=chunk)[273](index=273&type=chunk)[275](index=275&type=chunk) - A new Director Compensation Policy was adopted on March 7, 2025, providing an **annual cash fee of $30,000**, payable when the company has sufficient working capital[280](index=280&type=chunk)[281](index=281&type=chunk) Share Ownership as of July 21, 2025 | Holder Group | Beneficially Owned Shares | Percentage | | :--- | :--- | :--- | | **All directors and executive officers (8 individuals)** | 837,682 | 35.91% | | **Compedica Holdings, Ltd** | 625,000 | 27.43% | | **Gregory Bailey** | 508,780 | 22.28% | | **James Mellon** | 276,624 | 12.13% | [Item 7. Major Shareholders and Related Party Transactions](index=71&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) The company outlines significant related party transactions, including a private placement with directors and a stock exchange making Compedica a major shareholder - On January 29, 2025, the company sold 524,390 ordinary shares to two directors, Gregory Bailey and James Mellon, for **aggregate proceeds of $2.15 million** in a private placement[359](index=359&type=chunk)[711](index=711&type=chunk) - On June 5, 2025, the company issued 625,000 ordinary shares to Compedica Holdings Limited in exchange for its shares, resulting in **Compedica owning 27.4% of Portage**[360](index=360&type=chunk)[754](index=754&type=chunk) [Item 8. Financial Information](index=73&type=section&id=Item%208.%20Financial%20Information) The company states its dividend policy is to retain all earnings to finance business growth, with no cash dividends paid or planned - The company has not declared or paid any cash dividends and has no present intention to do so in the foreseeable future; **earnings are to be retained for business growth** and development[365](index=365&type=chunk) [Item 9. The Offer and Listing](index=74&type=section&id=Item%209.%20The%20Offer%20and%20Listing) The company's shares trade on Nasdaq under "PRTG", and this section provides historical stock price data adjusted for a recent reverse stock split Annual High and Low Market Prices (Nasdaq, US$) | Year ended March 31, | High | Low | | :--- | :--- | :--- | | **2025** | $11.06 | $2.15 | | **2024** | $77.40 | $8.13 | | **2023** | $239.00 | $52.00 | | **2022** | $856.20 | $131.40 | | **2021** | $790.00 | $177.50 | [Item 10. Additional Information](index=75&type=section&id=Item%2010.%20Additional%20Information) This section details the company's BVI corporate structure, shareholder rights, and the material U.S. tax risk of its PFIC classification - The company is incorporated under the laws of the British Virgin Islands (BVI) and is authorized to issue an **unlimited number of no-par value ordinary shares**[376](index=376&type=chunk)[377](index=377&type=chunk) - Under BVI law and the company's articles, there are **no statutory pre-emption rights** for the issuance of new shares[390](index=390&type=chunk) - The company is likely classified as a **Passive Foreign Investment Company (PFIC)**, which can result in adverse U.S. federal income tax consequences for U.S. Holders[441](index=441&type=chunk)[443](index=443&type=chunk) [Item 11. Quantitative and Qualitative Disclosures about Market Risk](index=89&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary financial exposure is liquidity risk due to its early stage of development, while credit and foreign currency risks are minimal - The company's primary financial risk is **liquidity risk**, stemming from its early-stage development, lack of internal cash flow, and uncertainty in capital markets[472](index=472&type=chunk)[474](index=474&type=chunk) - **Credit risk is considered minimal** as cash and cash equivalents are held with major international financial institutions[469](index=469&type=chunk)[470](index=470&type=chunk) - **Foreign currency risk is limited** because substantially all transactions are denominated in the U.S. Dollar[475](index=475&type=chunk) Part II [Item 15. Controls and Procedures](index=91&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting - Management concluded that the company's **disclosure controls and procedures were not effective** as of March 31, 2025[480](index=480&type=chunk) - The ineffectiveness was attributed to **material weaknesses in internal control over financial reporting**, including the inability to perform effective risk assessment and a lack of sufficient skilled personnel[483](index=483&type=chunk)[486](index=486&type=chunk) - Specific weaknesses include a lack of staff to properly segregate duties, establish fair value estimates, and apply complex accounting principles, as well as **insufficient written policies** for IFRS and SEC requirements[486](index=486&type=chunk)[487](index=487&type=chunk) [Item 16. Corporate Governance and Other Matters](index=93&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section covers governance topics including a recent change in auditors, reliance on home country practices, and cybersecurity risk oversight - On May 29, 2025, **Marcum LLP resigned as the company's auditor** and was replaced by CBIZ CPAs P.C., with the approval of the Audit Committee[493](index=493&type=chunk) - As a foreign private issuer, the company **follows its home country (BVI) governance practices**, exempting it from certain Nasdaq listing rules[510](index=510&type=chunk)[511](index=511&type=chunk)[512](index=512&type=chunk) - The company maintains a cybersecurity program, the Audit Committee oversees risk, and **no material cybersecurity incidents** have been experienced in the last two years[519](index=519&type=chunk)[525](index=525&type=chunk)[526](index=526&type=chunk) Part III [Item 18. Financial Statements](index=98&type=section&id=Item%2018.%20Financial%20Statements) The audited financial statements include an auditor's report expressing significant doubt about the company's ability to continue as a going concern - The independent auditor's report on the FY 2025 financial statements includes an explanatory paragraph highlighting **significant doubt about the company's ability to continue as a going concern**[539](index=539&type=chunk) Consolidated Statement of Financial Position (U.S. Dollars in thousands) | | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $2,225 | $7,695 | | **Total assets** | $2,225 | $7,779 | | **Total current liabilities** | $1,100 | $2,879 | | **Total liabilities** | $3,052 | $4,450 | | **Total equity (deficit)** | $(827) | $3,329 | - A **1-for-20 reverse share split** was effected on August 15, 2024; all share and per-share data in the financial statements have been retroactively adjusted[575](index=575&type=chunk)[578](index=578&type=chunk) - The company has a commitment for its ADPORT-601 clinical trial with Fortrea Inc., with **budgeted costs of approximately $6.9 million**[704](index=704&type=chunk)

Core Viewpoint - Portage Biotech Inc. reported a significant reduction in net loss for the fiscal year ended March 31, 2025, primarily due to decreased operating expenses and non-cash losses compared to the previous fiscal year [2][6]. Financial Performance - The company incurred a net loss of approximately $6.8 million in Fiscal 2025, a substantial decrease from a net loss of approximately $75.4 million in Fiscal 2024, marking a year-over-year reduction of approximately $68.6 million [2][13]. - Operating expenses totaled $7.4 million in Fiscal 2025, down from $18.2 million in Fiscal 2024, reflecting a decrease of $10.8 million [3][13]. Research and Development (R&D) Expenses - R&D expenses decreased by approximately $9.4 million, or about 75%, from approximately $12.5 million in Fiscal 2024 to approximately $3.1 million in Fiscal 2025 [4][13]. - Clinical trial costs decreased by approximately $3.4 million, from $5.2 million in Fiscal 2024 to $1.8 million in Fiscal 2025, due to a pause in enrollment in sponsored clinical trials [4]. - Manufacturing-related costs decreased from $1.8 million in Fiscal 2024 to $0.2 million in Fiscal 2025, linked to the deprioritization of the iNKT program [4]. General and Administrative (G&A) Expenses - G&A expenses decreased by approximately $1.4 million, or about 24.9%, from approximately $5.7 million in Fiscal 2024 to approximately $4.3 million in Fiscal 2025 [5][13]. - The decrease in G&A expenses was driven by reductions in non-cash share-based compensation, professional fees, and directors' fees [5]. Non-Cash Items and Impairments - The company recognized a net gain of approximately $0.6 million in Fiscal 2025, compared to a net loss of approximately $67.7 million in Fiscal 2024, primarily due to non-cash items [6][8]. - In Fiscal 2024, the company recognized full impairments totaling $57.9 million for iOx and $23.6 million for Tarus, contributing to the previous year's significant losses [7]. Cash Position and Liabilities - As of March 31, 2025, the company had cash and cash equivalents of approximately $1.7 million and total current liabilities of approximately $1.1 million [9][17].

Core Points - Portage Biotech Inc. has received formal notice from The Nasdaq Stock Market LLC confirming compliance with all applicable requirements for continued listing on The Nasdaq Capital Market as of June 24, 2025 [1] - Portage Biotech is a clinical-stage immuno-oncology company focused on advancing a pipeline of novel biologics aimed at enhancing the immune system's ability to combat cancer [2]

Core Insights - Portage Biotech Inc. has entered a mutual Subscription Agreement with Compedica Holdings Limited, involving the issuance of 625,000 ordinary shares at $8.00 each in exchange for 1,165,501 shares of Compedica valued at $4.29 per share, totaling $5 million [2] - Following the transaction, Compedica will own 27.4% of Portage's issued and outstanding ordinary shares [2] - Portage is committed to using at least 50% of net funds from future equity funding to subscribe for new Compedica equity, aimed at supporting the development and commercialization of Compedica's medical device [2] Company Overview - Portage Biotech is a clinical-stage immuno-oncology company focused on developing novel biologics to enhance the immune system's ability to combat cancer [5] - Compedica is a medical device technology company dedicated to creating innovative solutions for preventing and treating Diabetic Foot Ulcers (DFUs) through its OptiPulse active therapy system [6] Market Potential - The diabetic foot ulcer market is valued at over $4 billion in the US, with Compedica's OptiPulse device expected to become a gold standard treatment, improving patient outcomes and reducing costs for insurers [3] - Approximately 18.6 million people globally suffer from diabetic foot ulcers, which have a five-year mortality rate of around 30%, comparable to cancer diagnoses [3] Strategic Partnership - The alliance between Portage and Compedica is seen as a strategic move to support Compedica's scaling operations in North America, with the first commercial sales anticipated in the first half of 2026 [3] - Compedica is expected to publish results from its randomized clinical trial in Q4 2025, marking a critical milestone in its growth [3][4]

Group 1: Core Insights - Portage Biotech Inc. reports confirmatory preclinical efficacy data for PORT-7, a selective adenosine A2B receptor inhibitor, demonstrating superior single-agent activity compared to anti-PD1 antibody in a murine mesothelioma model [1] - The combination of PORT-7 and anti-PD1 showed enhanced efficacy over either agent alone, indicating a favorable immune response with increased immune effector cells and the formation of tertiary lymphoid structures [1] - Portage is preparing to initiate a first-in-human clinical trial for PORT-7, addressing the need for novel treatments in aggressive mesothelioma [1] Group 2: Ongoing Developments - Portage is advancing the dose escalation of PORT-6, a selective A2A adenosine receptor inhibitor, with plans to co-administer it with PORT-7 in the ADPORT-601 trial [2] - This combination aims to achieve complete blockade of adenosine-induced immunosuppression in the tumor microenvironment, enhancing anti-tumor responses and broadening the impact of immunotherapy in solid tumors [2] Group 3: Company Overview - Portage Biotech is a clinical-stage immuno-oncology company focused on advancing a pipeline of novel biologics to enhance the immune system's ability to combat cancer [3]

Core Insights - Portage Biotech Inc. presented new preclinical data for PORT-7, a selective Adenosine A2B receptor inhibitor, demonstrating over 90% inhibition of tumor growth when combined with an anti-PD1 antibody in a murine mesothelioma model [1][3] - The data marks the first report of antitumor activity against mesothelioma using a selective A2B receptor inhibitor, with plans for a first-in-human clinical trial for PORT-7 [3] - Portage is also advancing PORT-6, a selective A2A adenosine receptor inhibitor, with plans to co-administer it with PORT-7 in the ongoing ADPORT-601 trial to achieve complete blockade of adenosine-induced immunosuppression [4][5] Company Developments - Portage Biotech is preparing to commence a first-in-human clinical trial for PORT-7, following promising preclinical results [3] - The company is negotiating a definitive option agreement with Immunova LLC for the acquisition of its subsidiary, iOx Therapeutics, which focuses on developing liposomal iNKT agonists [5] - Portage Biotech's stock price increased by 102.93%, reaching $9.60 at the time of publication [6]

Core Insights - Portage Biotech Inc. presented new preclinical data for PORT-7, a selective A2B receptor inhibitor, showing over 90% tumor growth inhibition when combined with an anti-PD-1 antibody in a murine mesothelioma model [1] - The company is preparing to initiate a first-in-human clinical trial for PORT-7, marking a significant step in addressing mesothelioma, an aggressive cancer with limited treatment options [1] - Portage is also advancing PORT-6, a selective A2A receptor inhibitor, with plans to co-administer it with PORT-7 in the ongoing ADPORT-601 trial to enhance immunotherapy effectiveness [2] Company Overview - Portage Biotech is a clinical-stage immuno-oncology company focused on developing novel biologics to enhance the immune system's ability to combat cancer [3]

Core Insights - Portage Biotech has resumed patient enrollment in the final cohort of the dose escalation stage for PORT-6, a selective A2A antagonist, within its ADPORT-601 Phase 1b clinical trial, following a previous pause due to funding concerns [1][2] - The resumption of the trial indicates encouraging findings from earlier cohorts, reinforcing the company's confidence in the safety and therapeutic potential of PORT-6 [2][3] - The planned co-administration of PORT-6 and PORT-7, a selective A2B antagonist, aims to achieve a complete blockade of adenosine-induced immunosuppression in the tumor microenvironment, enhancing anti-tumor responses [3] Company Overview - Portage Biotech is a clinical-stage immuno-oncology company focused on advancing a pipeline of novel biologics to enhance the immune system's ability to combat cancer [4]

Core Points - Portage Biotech, Inc. has received notification from Nasdaq that its compliance plan has been accepted, granting an extension to meet continued listing standards [1][2] - The minimum shareholders' equity required is $2.5 million, or alternatively, a market value of listed securities of at least $35 million or net income from continued operations of at least $500,000 in the most recent fiscal year or in two of the last three completed fiscal years [1] - Nasdaq will review Portage's adherence to the compliance plan periodically, with a deadline set for June 9, 2025, to regain compliance [2] Company Overview - Portage Biotech is a clinical-stage immuno-oncology company focused on developing novel biologics to enhance the immune system's ability to combat cancer [3]