Washington, D.C. 20549

Form 6-K


For the month of July 2021

Commission File Number: 0-30314

Portage Biotech Inc.
(Translation of registrant's name into English)

6 Adelaide St. East, Suite 300 Toronto, Ontario, Canada M5C 1H6
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):        

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):        

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 


Exhibit Number Description
99.1 Press Release dated July 28, 2021


Pursuant to the requirements 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.

      Portage Biotech Inc.    
Date: July 28, 2021     /s/ Ian Walters     
  Ian Walters
  Chief Executive Officer


Portage Biotech Announces Results for Fiscal Year Ended March 31, 2021

-  Transformative year included multiple corporate, clinical, and financial milestones, positioning Portage to accelerate development of first-in-class immuno-oncology assets
-  Additional clinical milestones and company progress anticipated throughout 2H 2021 and 2022

WESTPORT, Conn., July 28, 2021 (GLOBE NEWSWIRE) -- Portage Biotech Inc. (NASDAQ: PRTG) (“Portage” or the “Company”) a clinical-stage immuno-oncology company focused on the development of therapies and treatments targeting cancer treatment resistance, today announced financial results for the fiscal year ended March 31, 2021.

“Over the past year, we’ve transformed Portage, positioning the Company to capitalize on our promising portfolio of immuno-oncology platforms and assets as well as leverage our innovative drug development engine,” said Dr. Ian Walters, chief executive officer of Portage Biotech. “Throughout this transformation, we’ve maintained efficiency in our capital expenditures and operations to maximize value for shareholders thanks to the support of our lean, experienced team. Our efficiency coupled with our recent financing provides us with sufficient cash runway to complete Phase 1 and Phase 2 clinical trials for our lead invariant natural killer T cell (iNKT) agonists and is our first with formal biotech institutional support. We believe iNKTs have the potential to re-sensitize PD-1 tumors and could significantly expand the PD-1 market opportunity. With sufficient resources now in place, we are poised to advance our iNKT agonists and other assets through multiple data milestones and other value-driving catalysts in the coming year.”

Financial & Business Highlights from FY 2021 (April 2020 – March 2021) and Recent Weeks

Clinical Highlights from FY 2021 (April 2020 – March 2021) and Recent Weeks

Financial Results FY 2021 (April 2020 – March 2021)

The Company generated a net loss of $17.2 million in fiscal year 2021, compared to a net loss of $7.2 million in fiscal year 2020, an increase in net loss of $10.0 million year over year. Operating expenses, which include research and development and general and administrative expenses, were $12.4 million in fiscal year 2021, compared to $6.0 million in fiscal year 2020, an increase of $6.4 million. Operating expenses included $8.8 million of non-cash stock-based compensation expense in fiscal year 2021, compared to $2.1 million in fiscal year 2020.

Research and development ("R&D") costs increased by $3.2 million, or approximately 78%, from $4.1 million in fiscal year 2020, to $7.3 million in fiscal year 2021. The increase was attributable to non-cash stock-based compensation expense associated with grants made under the 2021 Equity Incentive Plan of $5.1 million, partially offset by a decrease in iOx related stock-based compensation expense of $0.8 million. Finally, fiscal 2021 development was slowed by the impact of the pandemic.

General and administrative ("G&A") expenses increased by $3.2 million, from $1.9 million in fiscal year 2020, to $5.1 million in fiscal year 2021. The principal reason for the increase was the $2.8 million of non-cash stock-based compensation expense associated with the Company’s 2021 Equity Incentive Plan in fiscal 2021. Additionally, the Company incurred approximately $0.2 million relating to initiatives associated with a corporate restructuring and business development.

Other items of income and expense were substantially non-operating in nature and were $2.5 million net expense in fiscal year 2021, compared to $0.5 million net expense in fiscal year 2020. $2.0 million of the net expense in fiscal year 2021 was non-cash. Other items of income and expense included:

Additionally, the Company reflected net deferred income tax provisions of $2.3 million and $0.7 million in the fiscal years 2021 and 2020, respectively.

As of June 30, 2021, the Company had approximately $28.6 million of cash on hand.

About Portage Biotech Inc.
Portage is a clinical-stage immuno-oncology company advancing first-in-class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with evasive cancers. The Company’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enables the identification of the most promising clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. Portage’s portfolio consists of five diverse platforms, leveraging delivery by intratumorals, nanoparticles, liposomes, aptamers, and virus-like particles. Within these five platforms, Portage has 10 products currently in development with multiple clinical readouts expected over the next 12-24 months. For more information, please visit www.portagebiotech.com, follow us on Twitter at @PortageBiotech or find us on LinkedIn at Portage Biotech Inc.

Forward-Looking Statements

This news release contains statements about the Company’s information that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.


Investor Relations
Chuck Padala

Media Relations
Kate Caruso-Sharpe

-tables to follow-

Consolidated Statements of Operations and Comprehensive Income (Loss)
(U.S. Dollars in thousands, except per share amounts)

    Years Ended March 31, 
    2021  2020  2019 
Research and development  $7,312 $4,108 $1,907 
General and administrative expenses   5,128  1,870  857 
Loss from operations   (12,440) (5,978) (2,764)
Gain on sale of marketable equity securities   72     
Foreign exchange transaction gain (loss)     6  (691)
Change in fair value of warrant liability   (790) 24   
(Loss) on equity issued at a discount   (1,256)    
Loss on extinguishment of notes payable   (223) (33)  
Share of (loss) income in associate accounted for using equity method   (490 18  (162
Gain on disposition of subsidiaries   412     
Interest income     11  111 
Interest expense   (177) (557) (88)
Loss before provision for income taxes   (14,892) (6,509) (3,594
Income tax (expense)   (2,297) (740  
Net (loss)   (17,189) (7,249) (3,594
Other comprehensive income (loss)           
Net unrealized gain on investments     876  50 
Total comprehensive (loss) for year  $(17,189)$(6,373)$(3,544
Net (loss) attributable to:           
Owners of the Company  $(15,833)$(5,333)$(2,635
Non-controlling interest   (1,356) (1,916) (959
Comprehensive (loss) attributable to:           
Owners of the Company  $(15,833)$(4,457)$(2,585
Non-controlling interest   (1,356) (1,916) (959
(Loss) per share           
Basic and diluted  $(1.35)$(0.49)$(0.55
Weighted average shares outstanding           
Basic and diluted   11,733  10,952  4,820 

Consolidated Statements of Financial Position
(U.S. Dollars in thousands)

    March 31, 
    2021  2020 
Current assets        
Cash and cash equivalents  $2,770 $3,152 
Prepaid expenses and other receivables   2,176  574 
Investments in marketable equity securities     68 
    4,946  3,794 
Long-term assets        
Long-term portion of other receivables   22  34 
Investment in associates   1,735  1,225 
Investment in private companies   7,409  7,409 
Goodwill   43,324  43,324 
In-process research and development   117,388  117,388 
Other assets   36   
Total assets  $174,860 $173,174 
Liabilities and Equity        
Current liabilities        
Accounts payable and accrued liabilities  $1,938 $1,268 
Warrant liabilities   1,120   
Unsecured notes payable   150  300 
Advance from related party     1,000 
    3,208  2,568 
Non-current liabilities        
Unsecured notes payable     3,361 
Deferred tax   24,050  21,604 
    24,050  24,965 
Total liabilities   27,258  27,533 
Shareholders’ Equity        
Capital stock   130,649  117,817 
Stock option reserve   7,977  58 
Accumulated other comprehensive income   958  958 
Accumulated deficit   (38,135) (22,302)
Total equity attributed to owners of the Company   101,449  96,531 
Non-controlling interest   46,153  49,110 
Total equity   147,602  145,641 
Total liabilities and equity  $174,860 $173,174 
Commitments and Contingent Liabilities (Note 20)