UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 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 [   ]


Exhibits

The following Exhibit is filed with this report:

Exhibit Description
   
99.1 Press Release dated November 28, 2023


SIGNATURES

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.    
  (Registrant)
   
  
Date: November 28, 2023     /s/ Allan Shaw    
  Allan Shaw
  Chief Financial Officer
  
EdgarFiling

EXHIBIT 99.1

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

PORT 2 and 6 Presented at the Society for Immunotherapy of Cancer’s (SITC) Annual Meeting

WESTPORT, Conn., Nov. 28, 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 September 30, 2023.

“The Company is focused on developing its two lead clinical programs and maximizing its resources given market conditions. We continue 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 SITC earlier this month and the near-term focus is defining the recommended Phase 2 dose,” said Dr. Ian Walters, Chief Executive Officer, and Chairman of Portage Biotech. “We are also excited with the progress and investigator interest in our ADPORT-601 adaptive Phase 1a/1b trial for PORT-6 (A2A inhibitor) and PORT-7 (A2B inhibitor) in multiple solid tumors, which was presented at SITC by Sumit K. Subudhi of the University of Texas MD Anderson Cancer Center. Clinical enrollment for PORT-6 is progressing well, we have completed dosing in the low dose cohort and are enrolling patients in the next dose cohort.” continued Dr. Walters. “Accrual in the Phase 1 portion of the PORT-2 trial is expected to be completed in the first calendar quarter of 2024, and we expect to make clinical updates at ASCO and SITC during 2024 on both programs”.

Company Highlights

Financial Results from Quarter Ended September 30, 2023

The Company incurred a net loss of approximately $5.2 million and total comprehensive loss of approximately $6.5 million during the three months ended September 30, 2023 (the “Fiscal 2024 Quarter”), compared to a net loss and total comprehensive loss of approximately $1.1 million during the three months ended June 30, 2022 (the “Fiscal 2023 Quarter”), an increase in net loss of $4.1 million and an increase in total comprehensive loss of $5.4 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 $5.9 million compared to $3.6 million in the Fiscal 2023 Quarter, an increase of $2.3 million, which is discussed more fully below.

R&D costs increased by approximately $2.7 million to approximately $4.2 million, or approximately 180%, for the Fiscal 2024 Quarter from approximately $1.5 million in the Fiscal 2023 Quarter. The increase was primarily attributable to an overall increase in clinical trial and manufacturing-related costs associated with the clinical trials for PORT-2 (iNKT) and the PORT-6 and PORT-7 (adenosine assets). These increases in R&D costs reflect the clinical activity and manufacturing-related costs related to developing the Company’s adenosine and iNKT development programs.

G&A expenses decreased by approximately $0.4 million to approximately $1.7 million, or approximately 19%, from approximately $2.1 million in the Fiscal 2023 Quarter, due to the decreases in D&O insurance premiums, non-cash share-based compensation, and decreases in consulting fees relating to the Tarus acquisition incurred in the Fiscal 2023 Quarter.

As of September 30, 2023, the Company had cash and cash equivalents of approximately $3.4 million, and total current liabilities of approximately $3.1 million. Giving effect to the completion of the recent $6 million equity financing in October 2023, which generated proceeds, net of offering expenses, of $5.3 million, the Company’s cash and cash equivalents as of September 30, 2023, was approximately $8.7 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 clinical development plans and updates 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 and its ability to continue as a going concern; the Company's clinical development of its product candidates, including the results of current and future clinical trials; 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.

FOR MORE INFORMATION, PLEASE CONTACT:

Investor Relations:
ir@portagebiotech.com
chuck@lifesciadvisors.com

Media Relations:
media@portagebiotech.com


---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
September 30,
  Six Months Ended
September 30,
 
  2023  2022  2023  2022 
Expenses            
Research and development $4,237  $1,565  $7,865  $3,441 
General and administrative expenses  1,693   2,088   3,062   4,299 
Loss from operations  (5,930)  (3,653)  (10,927)  (7,740)
Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone  (113)  70   (1,224)  70 
Share of loss in associate accounted for using equity method  (40)  (56)  (90)  (116)
Change in fair value of warrant liability     24      25 
Depreciation expense  (15)     (26)   
Foreign exchange transaction gain (loss)  (17)  (58)  1   (110)
Interest income  53   44   139   65 
Interest expense  (10)  (9)  (16)  (9)
Loss before benefit for income taxes  (6,072)  (3,638)  (12,143)  (7,815)
Income tax benefit  907   2,553   1,052   5,105 
Net loss  (5,165)  (1,085)  (11,091)  (2,710)
Other comprehensive income (loss)                
Net unrealized gain on investments  (1,300)     469    
Total comprehensive loss for period $(6,465) $(1,085) $(10,622) $(2,710)
                 
Net (loss) income attributable to:                
Owners of the Company $(5,158) $(949) $(11,077) $(2,678)
Non-controlling interest  (7)  (136)  (14)  (32)
Net loss $(5,165) $(1,085) $(11,091) $(2,710)
                 
Comprehensive (loss) income attributable to:                
Owners of the Company $(6,458) $(949) $(10,608) $(2,678)
Non-controlling interest  (7)  (136)  (14)  (32)
Total comprehensive loss for period $(6,465) $(1,085) $(10,622) $(2,710)
                 
Loss per share                
Basic and diluted $(0.29) $(0.06) $(0.62) $(0.18)
                 
Weighted average shares outstanding                
Basic and diluted  17,801   16,742   17,751   15,056 



Portage Biotech Inc.
Condensed Consolidated Interim Statements of Financial Position
(U.S. Dollars in thousands)
 
  September 30,
2023
  March 31,
2023
 
     (Audited) 
Assets      
Current assets      
Cash and cash equivalents $3,445  $10,545 
Prepaid expenses and other receivables  2,393   2,689 
Convertible note receivable  429   442 
Total current assets  6,267   13,676 
Non-current assets        
Investment in associate  716   806 
Investment in public company  2,568   2,087 
In-process research and development  81,683   81,683 
Deferred commitment fee  839   839 
Right to use asset  278    
Other assets, including equipment, net  49   38 
Total non-current assets  86,133   85,453 
Total assets $92,400  $99,129 
         
Liabilities and Equity        
Current liabilities        
Accounts payable and accrued liabilities $3,087  $1,865 
Lease liability - current, including interest  49    
Total current liabilities  3,136   1,865 
Non-current liabilities        
Lease liability - non-current  237    
Deferred tax liability  9,501   10,564 
Deferred purchase price payable - Tarus  7,949   7,179 
Deferred obligation - iOx milestone  4,580   4,126 
Total non-current liabilities  22,267   21,869 
Total liabilities  25,403   23,734 
         
Shareholders’ Equity        
Capital stock  219,494   218,782 
Stock option reserve  22,716   21,204 
Accumulated other comprehensive loss  (3,856  (4,325)
Accumulated deficit  (170,693)  (159,616)
Total equity attributable to owners of the Company  67,661   76,045 
Non-controlling interest  (664  (650)
Total equity  66,997   75,395 
Total liabilities and equity $92,400  $99,129 
Commitments and Contingent Liabilities (Note 15)