Protagenic Therapeutics Inc. (PTIX)

[Slyder75]

OK, So I looked at both of the filings for Orchard and Atrinsic. Very similar. However, does anyone think it possible that they have not closed as of yet? Here's why:

ORCD: http://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=orcd&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

ATRN: http://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=ATRN&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

Why file an EFFECT for S-8 POS filings if the deal was done? The only thing that I could think of is that if it did indeed close, and a gag order was issued on the T/A, and the pending announcement is coming to coincide with an event or news planned in the near future. ORCD never filed such filings on the merger date.

However, if you read the SC-13 Filing, look how long it took to get the deal done:

CUSIP NO. 25388X 20 5 13D Page 8 of 11 pages

In connection with the DMGI Merger, the Issuer, Dimensional and certain other stockholders of The Orchard entered into a Registration Rights Agreement, dated November 13, 2007 (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, (i) Dimensional may demand the Issuer to file a registration statement for the resale of the shares of Issuer Common Stock beneficially owned by Dimensional at any time from and after the date that is six (6) months following the closing of the DMGI Merger or (ii) Dimensional and any other holders of Registrable Securities (as such term is defined in the Registration Rights Agreement) may demand that, upon the determination by the Issuer to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others of any of its equity securities at any time from and after the date that is twelve (12) months following the closing of the DMGI Merger, the shares of Issuer Common Stock beneficially owned by Dimensional and/or such other holders, as applicable, be included in any such registration statement filed by the Issuer.
As contemplated by the DMGI Merger Agreement, the Board of Directors of the Issuer was decreased to seven members in connection with the DMGI Merger. As contemplated by the DMGI Merger Agreement, certain Directors of the Issuer’s Board resigned in connection with the DMGI Merger and The Orchard had the right to designate four members to fill such vacancies. One of The Orchard’s designees is Daniel C. Stein.
On October 15, 2009, Dimensional delivered to the Board of Directors of the Issuer a letter in which Dimensional proposed to enter into non-binding discussions with the Issuer regarding a potential transaction through which Dimensional would acquire all of the outstanding shares of Issuer Common Stock that are not currently owned by Dimensional at a price of $1.68 per share. The Board of Directors of the Issuer formed a Special Committee comprised of independent and disinterested directors to review and evaluate Dimensional’s proposal. The Special Committee also engaged independent legal counsel and an independent financial advisor to assist in its review and evaluation. After preliminary discussions with representatives of the Special Committee, Dimensional revised its proposed price to $1.84 per share.
On January 8, 2010, Dimensional delivered to the Special Committee a letter in which Dimensional (a) reaffirmed its interest regarding its proposal that was the subject of the October 15, 2009 letter and (b) described the circumstances under which it would be willing to increase its proposed price in any such proposed transaction to $2.00 per share.
On March 9, 2010, Dimensional formed Orchard Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Dimensional (“Merger Sub”). On March 15, 2010, the Issuer, Dimensional and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Dimensional.
On March 16, 2010, the Issuer, Dimensional and Merger Sub entered into Amendment No. 1 (the “Merger Agreement Amendment”) to the Merger Agreement. The Merger Agreement Amendment clarified the intention of the parties that the condition to the completion of the Merger requiring the Merger Agreement and the Merger to be approved and adopted by holders of a majority of the Issuer Common Stock not owned by Dimensional, its affiliates or Merger Sub, was not waivable.
On April 14, 2010, the Issuer, Dimensional and Merger Sub entered into Amendment No. 2 (the “Second Merger Agreement Amendment”) to the Merger Agreement. The Second Merger Agreement Amendment extended the “go-shop” period in the Merger Agreement by one week, to 37 days from 30 days, granting the Issuer the right to solicit and engage in discussions and negotiations with respect to an Acquisition Proposal (as defined in the Merger Agreement) through April 21, 2010. After April 21, 2010, the Issuer became subject to a “no-shop” restriction on its ability to solicit third-party proposals or provide information or engage in discussions with third parties, subject to certain exceptions.
On July 29, 2010, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a majority-owned subsidiary of Dimensional. In connection with the closing of the Merger, Dimensional consented to the non-application of provisions of the Issuer’s Certificate of Designations of the Series A Convertible Preferred Stock requiring the allocation of the consideration for any transaction constituting a “Change of Control Event” (as defined in the Certificate of Designations) among the holders of the Series A Preferred Stock and the Common Stock. In addition, in connection with the closing of the Merger, Dimensional waived the closing condition that fewer than 4% of the holders of shares of the Issuer Common Stock outstanding as of the record date for the stockholders meeting to adopt the Merger Agreement and approve the Merger exercise their dissenter’s rights under the General Corporation Law of Delaware (the “DGCL”).

I don't understand all the timing differences between ATRN and ORCD, but it is clear they are nearly identical filings. But why deregister prior to filing the SC 15-12G filing? Why file a the EFFECT recently?

We are missing the SC 13 Filings, and I need to read a bit more about that this weekend. If anyone can shed some light on this, it would be much appreciated.