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CORRESP
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149
Fifth Ave, Suite 500

New
York, NY 10010

January
22, 2020

VIA
EDGAR TRANSMISSION

Anthony
Watson

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

    RE:
    Protagenic
    Therapeutics, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2018

    Filed
    March 29, 2019

    File
    No. 000-51353

Dear
Mr. Watson:

I
am the Chief Financial Officer of Protagenic Therapeutics, Inc. (the “Company”) and am writing on behalf of
the Company in response to the letter from the Staff of the Division of Corporation Finance (the “Staff”),
of the U.S. Securities and Exchange Commission, dated January 6, 2020 (the “Comment Letter”) relating to the
above-referenced Form 10-K for the Fiscal Year Ended December 31, 2018 (the “Form 10-K”). Set forth below is
the Company’s response to the comment raised in the Comment Letter. For the convenience of the Staff, the comments in the
Comment Letter are reprinted in bold and is followed by the Company’s response.

Correspondence
filed December 23, 2019

Note
5 Derivative Liabilities, page F-14

“Your
analysis of why the warrants are properly classified as liabilities is not sufficient or comprehensive enough. Please provide
us with an analysis of the conditions listed in ASC 815-40-25 through ASC 815-40-43, or tell us why the warrants should be classified
as liabilities citing specific guidance in ASC 815.”

Response:
Under ASC 815 a warrant must meet all of the requirement laid out in the guidance to be classified as equity. If the terms of
the warrants fail to meet any of the requirement then they must be classified as a liability.

One
of the conditions set forth in ASC 815 is that the warrant must place an explicit limit on the number of shares that will be
issued when the warrant is exercised. The Company warrants in question do not place an explicit limit on the number of shares
that will be issued when the warrant is exercised. Since they do not satisfy this requirement, the Company concluded that the
warrants in question should be classified as liabilities under ASC 815.

ASC
815 sets forth other requirements as well. Per ASC 815, to be classified as equity, a warrant:

 ● Must
                                         place an explicit limit on the number of shares that will be issued when the warrant
                                         is exercised (ours do not).

 ● Is
                                         required to be physically settled in shares or net share settled or the acquirer has
                                         a choice of net cash settlement or settlement in shares (either net share settlement
                                         or physical settlement).

 ● Must
                                         require net cash settlement only in specific circumstances in which holders of shares
                                         underlying the contract also would receive cash in exchange for their shares if an event
                                         could trigger net cash settlement that is outside the issuer’s control.

 ● Must
                                         permit the acquirer to settle in unregistered shares.

 ● Be
                                         owned by an acquirer who has sufficient authorized and unissued shares to settle the
                                         contract. In making that determination, the acquirer must consider all other commitments
                                         or potentially dilutive instruments (e.g., options, warrants, convertible arrangements)
                                         that may require the issuance of shares during the maximum period the arrangement could
                                         remain outstanding.

 ● Be
                                         free of required cash payments to the seller in the event the acquirer fails to make
                                         timely filings with the SEC.

 ● Have
                                         no cash-settled top-off or make-whole provisions.

 ● Have
                                         no provisions in the arrangement that indicate that the seller has rights that rank higher
                                         than those of a holder of the shares underlying the contract.

 ● Have
                                         no requirement in the contract to post collateral at any point or for any reason

None
of these other conditions are applicable to the Company’s warrants. However, since the Company’s warrants do not meet
one of the requirements of ASC 415, the Company concluded that they must be classified as liabilities.

Should
the Staff have additional questions or comments regarding the foregoing or the Form 10-K, please contact me at (310) 766-6223.

    Very
    truly yours,

    Alexander
    K. Arrow, MD

    Cc:
    Kenneth
    S. Goodwin (ksg@msf-law.com)