Washington, D.C. 20549

Form 6-K


For the month of August 2023

Commission File Number: 001-40086

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

British Virgin Islands
(Jurisdiction of incorporation or organization)

Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110.
(Address of principal executive office)

c/o Portage Development Services Inc., Ian Walters, 203.221.7378
61 Wilton Road, Westport, Connecticut 06880
(Name, telephone, e-mail and/or facsimile number and Address of Company Contact Person)

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 [   ]


The following Exhibit is filed with this report:

Exhibit Description
99.1 Press release dated August 30, 2023


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: August 30, 2023     /s/ Allan Shaw    
  Allan Shaw
  Chief Financial Officer


Portage Biotech Reports Results for Fiscal Quarter Ended June 30, 2023 and Business Update

Company focused on accelerating clinical programs for PORT-2, PORT-6, and PORT-7

WESTPORT, Conn., Aug. 30, 2023 (GLOBE NEWSWIRE) -- Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company advancing novel multi-targeted therapies for use as monotherapy and in combination, today reported financial results for the fiscal quarter ended June 30, 2023.

“In recent weeks we have continued to build on the favorable interim data and early evidence of single agent activity from the Phase 1/2 trial of our lead program, PORT-2, presented at the 2023 annual meeting of the American Society for Clinical Oncology (ASCO) in June, and our near-term focus is defining the recommended Phase 2 dose,” said Dr. Ian Walters, Chief Executive Officer, and Chairman of Portage Biotech. “We have transferred sponsorship of the clinical trial from the academic sponsor to Portage and amended the protocol to include a higher dose level. As a result, we are significantly expanding our clinical footprint to 17 planned sites with the goal of speeding up patient accrual by adding 15 additional sites, in the US, UK, and Spain. We expect final data from the Phase 1 portion of the trial in the first calendar quarter of 2024.”

“In July, we announced the dosing of the first patient in our adaptive Phase 1a/1b trial, ADPORT-601 evaluating PORT-6, our adenosine 2A receptor (A2A) antagonist candidate, and have completed enrollment in the low dose cohort,” continued Dr. Walters. “As with our PORT-2 program, we are keenly focused on activating quality clinical sites and establishing a broad footprint to support patient accrual. Several sites including MD Anderson Cancer Center, UCSF Comprehensive Cancer Center, The USC Norris Comprehensive Cancer Center, Thomas Jefferson University, Virginia Cancer Specialists, Norton Cancer Institute, Washington University School of Medicine, and Sarah Canon Research Institute are currently participating. We are also in the process of amending the trial to include PORT-7, our adenosine 2B receptor (A2B) antagonist candidate, dose escalation and combinations with PORT-6 arms. We are confident in our clinical programs and development approach and are excited to see the data generated by all three assets.”

Company Highlights

Financial Results from Quarter Ended June 30, 2023

The Company incurred a net loss of approximately $5.9 million and total comprehensive loss of approximately $4.2 million during the three months ended June 30, 2023 (the “Fiscal 2024 Quarter”), which include approximately $1.7 million of non-cash expenses, net, compared to a net loss and total comprehensive loss of approximately $1.6 million during the three months ended June 30, 2022 (the “Fiscal 2023 Quarter”), an increase in net loss of $4.3 million and an increase in total comprehensive loss of $2.6 million from the Fiscal 2023 Quarter.

Operating expenses for the Fiscal 2024 Quarter, which include research and development (“R&D”) costs and general and administrative (“G&A”) expenses, were $5.0 million compared to $4.1 million in the Fiscal 2023 Quarter, an increase of $0.9 million, which is discussed more fully below.

R&D costs increased by approximately $1.7 million to approximately $3.6 million, or approximately 89%, for the Fiscal 2024 Quarter from approximately $1.9 million in the Fiscal 2023 Quarter. The increase was primarily attributable to an overall increase in clinical trial costs of $0.8 million, part of $1.4 million of start-up and manufacturing costs associated with the adenosine assets (PORT-6 and PORT-7) acquired in the Tarus acquisition, and the clinical trial costs and other R&D costs associated with the iNKT clinical trial for PORT-2 totaling $1.7 million. Additionally, the Company incurred a contractual milestone obligation of $0.5 million upon the dosing of the first PORT-6 patient. These increases reflect the increase in clinical activity and manufacturing costs related to accelerating the development of the Company’s adenosine and iNKT development programs.

G&A expenses decreased by approximately $0.8 million to approximately $1.4 million, or approximately 36%, from approximately $2.2 million in the Fiscal 2023 Quarter. Professional fees decreased by $0.4 million, primarily attributable to legal fees associated with the Tarus acquisition in the Fiscal 2023 Quarter.

As of June 30, 2023, the Company had cash and cash equivalents of approximately $7.7 million, and total current liabilities of approximately $2.6 million.

About Portage Biotech Inc.        
Portage is a clinical-stage immuno-oncology company advancing multi-targeted therapies to extend survival and significantly improve the lives of patients with cancer. Lead programs in the Portage portfolio include first-in-class invariant natural killer T cell (iNKT) small molecule engagers and potentially best-in-class adenosine antagonists. These programs are being advanced using innovative trial designs and translational data to identify the patient populations most likely to benefit from treatment. The Company’s unique business model leverages a strong network of academic experts and large pharma partners to rapidly and efficiently advance multiple products. 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
All statements in this news release, other than statements of historical facts, including without limitation, statements regarding about the Company’s information that are forward-looking in nature and, business strategy, plans and objectives of management for future operations and those statements preceded by, followed by or that otherwise include the words "believe," "expect," "anticipate," "intend," "estimate," “will,” “may,” “plan,” “potential,” “continue,” or similar expressions or variations on such expressions are forward-looking statements. For example, statements regarding the Company’s plans to speed up patient accrual in its PORT-2 trial by expanding the trial to additional sites in the US, UK and Spain; the Company’s goal to obtain final data from the Phase 1 portion of the PORT-2 trial in the first calendar quarter of 2024; the Company’s plans to activate quality clinical sites and establish a broad footprint to support patient accrual in its PORT-6 trial; the Company’s plans to advance its clinical programs, including it iNKT engager and adenosine programs; the Company’s confidence in its highly differentiated assets and development strategy; are forward-looking statements. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but are not limited to: the Company's ability to obtain financing in the future to cover its operational costs and progress its plans for clinical development, its estimates regarding its capital requirements, and its ability to continue as a going concern; the Company's plans and ability to develop and commercialize product candidates and the timing of these development programs; the Company's clinical development of its product candidates, including the results of current and future clinical trials; the benefits and risks of the Company's product candidates as compared to others; the Company's maintenance and establishment of intellectual property rights in its product candidates; the Company’s estimates of future revenues and profitability; the Company's estimates of the size of the potential markets for its product candidates; its selection and licensing of product candidates; and other factors set forth in “Item 3 - Key Information-Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2023. 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 these 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
Raena Mina

---tables to follow---

Portage Biotech Inc.
Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss)
(U.S. Dollars in thousands, except per share amounts)

  Three Months Ended June 30, 
  2023  2022 
Research and development  3,627   1,876 
General and administrative expenses  1,370   2,211 
Loss from operations  (4,997)  (4,087)
Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone  (1,111)   
Share of loss in associate accounted for using equity method  (50)  (60)
Change in fair value of warrant liability     1 
Foreign exchange transaction gain (loss)  18   (52)
Depreciation expense  (11)   
Interest income, net  80   21 
Loss before (provision) benefit for income taxes  (6,071)  (4,177)
Income tax benefit  145   2,552 
Net loss  (5,926)  (1,625)
Other comprehensive income (loss)        
Net unrealized gain on investments  1,769    
Total comprehensive loss for period $(4,157) $(1,625)
Net (loss) income attributable to:        
Owners of the Company $(5,919) $(1,729)
Non-controlling interest  (7)  104 
Net loss $(5,926) $(1,625)
Comprehensive (loss) income attributable to:        
Owners of the Company $(4,150) $(1,729)
Non-controlling interest  (7)  104 
Total comprehensive loss for period $(4,157) $(1,625)
Loss per share        
Basic and diluted $(0.33) $(0.13)
Weighted average shares outstanding        
Basic and diluted  17,701   13,351 

Portage Biotech Inc.
Condensed Consolidated Interim Statements of Financial Position
(U.S. Dollars in thousands)

  June 30,
  March 31,
Current assets      
Cash and cash equivalents $7,698  $10,545 
Prepaid expenses and other receivables  2,752   2,689 
Convertible note receivable  442   442 
Total current assets  10,892   13,676 
Non-current assets        
Investment in associate  756   806 
Investment in public company  3,855   2,087 
In-process research and development  81,683   81,683 
Deferred commitment fee  839   839 
Right to use asset  293    
Other assets, including equipment, net  51   38 
Total non-current assets  87,477   85,453 
Total assets $98,369  $99,129 
Liabilities and Equity        
Current liabilities        
Accounts payable and accrued liabilities $2,591  $1,865 
Lease liability - current, including interest  47    
Total current liabilities  2,638   1,865 
Non-current liabilities        
Lease liability - non-current  249    
Deferred tax liability  10,416   10,564 
Deferred purchase price payable - Tarus  7,864   7,179 
Deferred obligation - iOx milestone  4,552   4,126 
Total non-current liabilities  23,081   21,869 
Total liabilities  25,719   23,734 
Shareholders’ Equity        
Capital stock  219,425   218,782 
Stock option reserve  21,973   21,204 
Accumulated other comprehensive loss  (2,556  (4,325)
Accumulated deficit  (165,535)  (159,616)
Total equity attributable to owners of the Company  73,307   76,045 
Non-controlling interest  (657  (650)
Total equity  72,650   75,395 
Total liabilities and equity $98,369  $99,129 
Commitments and Contingent Liabilities