PRTG / Portage Biotech Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Portage Biotech Inc.
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1095435
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Portage Biotech Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 5, 2025 424B3

AlphaTON Capital Corp 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) AlphaTON Capital Corp 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F

September 4, 2025 EX-1.1

AT THE MARKET OFFERING AGREEMENT

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT July 31, 2025 Chardan Capital Markets, LLC 1 Penn Plaza, Suite 4800 New York, NY 10119 Ladies and Gentlemen: Portage Biotech Inc, a corporation organized under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets LLC and its successors and permitted assigns (the “Manager”) as foll

September 4, 2025 6-K

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 September 2025 Commission File Number: 001-

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 September 2025 Commission File Number: 001-40086 ALPHATON CAPITAL CORP (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgi

September 3, 2025 EX-10.14

ASSET MANAGEMENT AGREEMENT

Exhibit 10.14 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective August [●], 2025 (the “Effective Date”), is entered into by and between AlphaTON Capital Corp (the “Client”), and Alpha Sigma Capital, LLC (the “Asset Manager”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the Client; and WHEREAS, the Asset Manager wishes t

September 3, 2025 EX-10.9

Amendment 1 to Independent Contractor Agreement FOR OWN YOUR OWN DATA TECHNOLOGIES, LLC

Exhibit 10.9 Amendment 1 to Independent Contractor Agreement FOR OWN YOUR OWN DATA TECHNOLOGIES, LLC This Amendment (this "Amendment") is made as of August 19, 2025, by and between AlphaTON Capital Corp, a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Own Your Data Technologies, LLC ("Consultant"). This Amendment modifies the Independent Contracto

September 3, 2025 EX-10.13

Amendment 1 to Independent Contractor Agreement FOR ALPHA Sigma Capital Advisors, LLC

Exhibit 10.13 Amendment 1 to Independent Contractor Agreement FOR ALPHA Sigma Capital Advisors, LLC This Amendment (this "Amendment") is made as of August 19, 2025, by and between AlphaTON Capital Corp, a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Alpha Sigma Capital Advisors, LLC ("Consultant"). This Amendment modifies the Independent Contract

September 3, 2025 EX-99.1

AlphaTON Capital Corp Launches TON Digital Asset Treasury Strategy for the Telegram Ecosystem

Exhibit 99.1 AlphaTON Capital Corp Launches TON Digital Asset Treasury Strategy for the Telegram Ecosystem ● AlphaTON Capital Unlocks Public Market Access to Toncoin (TON) and Telegram’s Billion-User Ecosystem ● Brittany Kaiser, pioneer in data protection, digital assets, and the public equity markets appointed Chief Executive Officer and Board Member ● Formerly Portage Biotech Inc. (Nasdaq: PRTG)

September 3, 2025 EX-10.4

PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT alphaton capital corp

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

September 3, 2025 EX-10.15

TREASURY MANAGEMENT AGREEMENT

Exhibit 10.15 TREASURY MANAGEMENT AGREEMENT This Treasury Management Agreement (this “Agreement”) is made and entered into as of 29 August 2025 (the “Effective Date”), BETWEEN: AlphaTON Capital Corp (formerly Portage Biotech Inc.), a company organized under the laws of the British Virgin Islands, with its principal office at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virg

September 3, 2025 EX-10.5

SIDE LETTER AGREEMENT (to that certain Securities Purchase Agreement, dated as of August __, 2025)

Exhibit 10.5 SIDE LETTER AGREEMENT (to that certain Securities Purchase Agreement, dated as of August , 2025) This Side Letter Agreement (this “Side Letter”) is entered into as of [●], 2025 (the “Effective Date”) by and between Portage Biotech Inc., a company organized under the laws of the British Virgin Islands (the “Company”), and the undersigned purchaser identified on the signature page heret

September 3, 2025 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and among AlphaTON Capital Corp, a company organized under the laws of the British Virgin Islands (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the

September 3, 2025 424B3

AlphaTON Capital Corp 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) AlphaTON Capital Corp 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F

September 3, 2025 EX-10.12

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.12 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made as of August 19, 2025 (the “Effective Date”), by and between AlphaTON Capital Corp, a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Alpha Sigma Capital Advisors, LLC ("Consultant”). RECITALS WHEREAS, the Company desires to engage Consult

September 3, 2025 EX-10.6

MASTER LOAN AGREEMENT

Exhibit 10.6 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of August 30, 2025 by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and AlphaTON Capital Corp (“Borrower”), a company organized under the laws of British Virgin Islands (each, a “Party” and together, the “Pa

September 3, 2025 EX-10.2

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [●], 2025, between AlphaTON Capital Corp, a company organized under the laws of British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHERE

September 3, 2025 EX-10.8

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.8 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made as of August 4, 2025 (the “Effective Date”), by and between Portage Biotech Inc., a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Own Your Data Technologies, LLC ("Consultant”). RECITALS WHEREAS, the Company desires to engage Consultant’s

September 3, 2025 EX-10.7

ALPHA AI A WYOMING CORPORATION (Simple Agreement for Future Equity)

Exhibit 10.7 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND FOREIGN JURISDICTIONS. THIS INSTURMENT AND ANY SECURITIES INTO WHICH IT MAY CONVERT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN

September 3, 2025 424B5

ALPHATON CAPITAL CORP Up to $2,841,450 Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-286961 PROSPECTUS SUPPLEMENT (to Prospectus dated May 14, 2025) ALPHATON CAPITAL CORP Up to $2,841,450 Ordinary Shares We have entered into an At The Market Offering Agreement, the Sales Agreement, with Chardan Capital Markets, LLC, or the Sales Agent, relating to our ordinary shares, no par value, offered by this prospectus supplemen

September 3, 2025 EX-10.11

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.11 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made as of August 19, 2025, 2025 (the “Effective Date”), by and between AlphaTON Capital Corp, a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Red Shark Ventures Inc. ("Consultant”). RECITALS WHEREAS, the Company desires to engage Consultant’

September 3, 2025 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [•], 2025, between AlphaTON Capital Corp, a company organized under the laws of British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHERE

September 3, 2025 EX-10.10

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.10 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made as of August 19, 2025 (the “Effective Date”), by and between AlphaTON Capital Corp, a British Virgin Islands business company listed on the Nasdaq Stock Exchange (the "Company"), and Ralph Matthew McKibbin ("Consultant”). RECITALS WHEREAS, the Company desires to engage Consultant to prov

September 3, 2025 EX-99.2

1 AlphaTON Capital Presentation September 2025 Strategic Relationships 2 2 Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Ref

Exhibit 99.2 1 AlphaTON Capital Presentation September 2025 Strategic Relationships 2 2 Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this presentation that are not statements of historical fact are forward - looking statements. Words such

September 3, 2025 6-K

INCORPORATION BY REFERENCE

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 September, 2025 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virg

September 3, 2025 EX-3.1

Incorporated on 9 April 1973 in the Province of Ontario, Canada as Kamlo Gold Mines Limited and continued as a BVI Business Company on 5 July 2013 Amended and Restated on 25 July 2017 Amended and Restated on 20 June 2022 Amended and Restated on 20 Se

Exhibit 3.1 Incorporated on 9 April 1973 in the Province of Ontario, Canada as Kamlo Gold Mines Limited and continued as a BVI Business Company on 5 July 2013 Amended and Restated on 25 July 2017 Amended and Restated on 20 June 2022 Amended and Restated on 20 September 2022 Amended and Restated on 11 August 2025 FH CORPORATE SERVICES LTD TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANI

September 3, 2025 EX-1.1

AT THE MARKET OFFERING AGREEMENT

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT July 31, 2025 Chardan Capital Markets, LLC 1 Penn Plaza, Suite 4800 New York, NY 10119 Ladies and Gentlemen: Portage Biotech Inc, a corporation organized under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets LLC and its successors and permitted assigns (the “Manager”) as foll

September 3, 2025 EX-10.16

AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT

Exhibit 10.16 AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT This Amendment No. 1 to the Subscription Agreement (this “Amendment No. 1”) is made and entered into as of August 19, 2025, by and between Portage Biotech Inc., a company formed under the laws of the British Virgin Islands (the “Company”), and Compedica Holdings Limited, a company formed under the laws of the Isle of Man (“Compedica”). RE

August 1, 2025 EX-4.3

AMENDMENT NO. 1 TO THE PORTAGE BIOTECH INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

Exhibit 4.3 AMENDMENT NO. 1 TO THE PORTAGE BIOTECH INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN The Portage Biotech Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”) is hereby amended (this “Amendment”) as set forth below, effective as of January 19, 2022, as provided below. 1. Section 3(a). Section 3(a) of the Plan is hereby amended and restated to read in its entirety as

August 1, 2025 EX-FILING FEES

Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables S-8 PORTAGE BIOTECH INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Ordinary Shares, no par value per share, reserved for issuance under the Portage Biotech Inc. Amende

August 1, 2025 S-8

As filed with the Securities and Exchange Commission on August 1, 2025

As filed with the Securities and Exchange Commission on August 1, 2025 Registration No.

July 28, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

July 25, 2025 EX-4.13

CONSULTING AGREEMENT

Exhibit 4.13 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of December 12, 2024 but will be effective as of December 15, 2024 (the “Effective Date”) by and between Portage Development Services Inc. (the “Company”), and Arctos Strategy, LLC, a Delaware Limited Liability Company with an address at 47 Gingerbread Hill, Marblehead MA 01945 (“Consultant”)

July 25, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

July 25, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

July 25, 2025 EX-15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-275842) and Form F-3 (File No. 333-286961) of our report dated August 14, 2024, with respect to the consolidated financial statements of Portage Biotech Inc. included in this Annual Report on Form 20-F for the year ended March 3

July 25, 2025 EX-13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrea Park, Chief Financial Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (i)

July 25, 2025 EX-4.21

PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement

Exhibit 4.21 PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement This Share Option Agreement (this “Agreement”), dated as of the Grant Date, is between Portage Biotech Inc., a corporation formed under the laws of the Territory of the British Virgin Islands (the “Company”), and Adam Melero (the “Optionee”). The Company hereby grants to the Optionee the following option (the “Opti

July 25, 2025 EX-13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Alexander Pickett, Director and Chief Executive Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of

July 25, 2025 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-275842) and Form F-3 (File No. 333-286961) of our report dated July 25, 2025, with respect to the consolidated financial statements of Portage Biotech Inc. included in this Annual Report on Form 20-F for the year ended March 31,

July 25, 2025 EX-12.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.2 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrea Park, Chief Financial Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2025. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mate

July 25, 2025 EX-99.1

Portage Biotech Reports Results for Fiscal Year Ended March 31, 2025

EXHIBIT 99.1 Portage Biotech Reports Results for Fiscal Year Ended March 31, 2025 DOVER, Del., July 25, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company formed under the laws of the British Virgin Islands, with a portfolio of novel multi-targeted therapies for use as monotherapy and in combination, today reported its

July 25, 2025 EX-4.12

EMPLOYMENT AGREEMENT

Exhibit 4.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the Effective Date by and between Portage Development Services, Inc., a Delaware Corporation (“Portage”) and Andrea Park (“Employee”). Portage and Employee are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. ARTICLE I EMPLOYMENT DUTIES AND RESPONSIBILITIES;

July 25, 2025 EX-12.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.1 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alexander Pickett, Director and Chief Executive Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2025. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or o

July 25, 2025 6-K

INCORPORATION BY REFERENCE

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 July 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isla

June 27, 2025 EX-1.1

AT THE MARKET OFFERING AGREEMENT June 27, 2025

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT June 27, 2025 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Ladies and Gentlemen: Portage Biotech Inc, a corporation organized under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC and its successors and permitted assigns (the “Manager”) as follows: 1.

June 27, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

June 27, 2025 6-K

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 June 2025 Commission File Number: 001-40086

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 June 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isla

June 27, 2025 424B5

PORTAGE BIOTECH INC. Up to $3,377,250 Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-286961 PROSPECTUS SUPPLEMENT (to Prospectus dated May 14, 2025) PORTAGE BIOTECH INC. Up to $3,377,250 Ordinary Shares We have entered into an At The Market Offering Agreement, or the Sales Agreement, with Rodman & Renshaw LLC, or the Sales Agent, relating to our ordinary shares, no par value, offered by this prospectus supplement and

June 25, 2025 EX-99.1

Portage Biotech Regains Full Compliance with Nasdaq Continued Listing Requirements

EXHIBIT 99.1 Portage Biotech Regains Full Compliance with Nasdaq Continued Listing Requirements DOVER, Del., June 25, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company formed under the laws of the British Virgin Islands (“Portage”), announced today that on June 24, 2025, the Company received formal notice from The Nas

June 25, 2025 6-K

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 June 2025 Commission File Number: 001-40086

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 June 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isla

June 25, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

June 9, 2025 EX-10.1

PORTAGE BIOTECH INC. SUBSCRIPTION AGREEMENT

Exhibit 10.1 PORTAGE BIOTECH INC. SUBSCRIPTION AGREEMENT As of June 5, 2025 Portage Biotech, Inc. 1111B S Governors Ave #25907 Dover, DE 19904 Ladies and Gentlemen: The undersigned subscriber, Compedica Holdings Limited, with an address at Viking House, Nelson Street, Douglas, Isle of Man IM1 2AH (email for notices: [email protected]) (the “Subscriber”) desires to purchase 625,000 ordinary share

June 9, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

June 9, 2025 EX-99.1

Portage Biotech and Compedica Stock-for-Stock Exchange

EXHIBIT 99.1 Portage Biotech and Compedica Stock-for-Stock Exchange DOVER, Del., June 09, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company formed under the laws of the British Virgin Islands (“Portage”) announce that on June 5, 2025 Portage and Compedica Holdings Limited, a company formed under the laws of the Isle of Man (“Compedica”) entered a

June 9, 2025 6-K

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 June 2025 Commission File Number: 001-40086

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 June 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isla

May 29, 2025 6-K

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 May 2025 Commission File Number: 001-40086

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 May 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islan

May 29, 2025 EX-16

May 29,

Exhibit 16 May 29, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Portage Biotech, Inc. within its Form 6-K dated May 29, 2025. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of Portage Biotech, Inc. contained therein. Very trul

May 29, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

May 21, 2025 424B2

$40,000,000 PORTAGE BIOTECH INC. Ordinary Shares

Filed Pursuant to rule 424(b)(2) Registration Statement No. 333-286961 PROSPECTUS $40,000,000 PORTAGE BIOTECH INC. Ordinary Shares Warrants Units This prospectus relates to ordinary shares, warrants and units that we may sell from time to time in one or more offerings up to a total public offering price of $40,000,000 on terms to be determined at the time of sale. This prospectus only provides a g

May 12, 2025 F-3/A

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

May 12, 2025 EX-FILING FEES

Calculation of Filing Fee Table Form F-3 (Form Type) Portage Biotech Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) Portage Biotech Inc.

May 12, 2025 CORRESP

Portage Biotech Inc. Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola, British Virgin Islands, VG1110 Tel: (302) 219-5556

Portage Biotech Inc. Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola, British Virgin Islands, VG1110 Tel: (302) 219-5556 May 12, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Tim Buchmiller, Esq. Re: Portage Biotech Inc. Registration Statement on Form F-3, File No. 333-286961 REQUEST FOR ACCELERATION

May 12, 2025 CORRESP

Attorneys at Law | 711 Third Ave., New York, NY 10017-4014

Attorneys at Law | 711 Third Ave., New York, NY 10017-4014 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com Direct Dial No.: (212) 907-7349 Direct Fax No.: (212) 754-0330 Email Address: AHudders @GOLENBOCK.COM May 12, 2025 United States Securities and Exchange Commission Division of Corporation Finance – Office of Life Sciences Washington, DC 20549 Attention: Mr. Tim Buchmiller Re: Portage

May 5, 2025 F-3

As filed with the Securities and Exchange Commission on May 5, 2025

As filed with the Securities and Exchange Commission on May 5, 2025 Registration No.

May 5, 2025 EX-FILING FEES

Calculation of Filing Fee Table Form F-3 (Form Type) Portage Biotech Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) Portage Biotech Inc.

April 28, 2025 EX-99.1

Portage Biotech Reports Confirmatory Preclinical Results in Mesothelioma Supporting First-In-Human Trial of PORT-7

EXHIBIT 99.1 Portage Biotech Reports Confirmatory Preclinical Results in Mesothelioma Supporting First-In-Human Trial of PORT-7 DOVER, Del., April 28, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company today reports confirmatory preclinical efficacy data for PORT-7 (TT-4), a selective adenosine A2B receptor inhibitor. Dr. Luciano Mutti of the Depa

April 28, 2025 6-K

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 April 2025 Commission File Number: 001-4008

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 April 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isl

April 28, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

March 27, 2025 6-K

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 March 2025 Commission File Number: 001-4008

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 March 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isl

March 27, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

March 27, 2025 EX-99.1

Portage Biotech Reports Promising Preclinical Results in Mesothelioma Supporting First-In-Human Trial of PORT-7 Encouraging efficacy data in a murine mesothelioma model with a selective A2B adenosine receptor antagonist given as a single agent or in

EXHIBIT 99.1 Portage Biotech Reports Promising Preclinical Results in Mesothelioma Supporting First-In-Human Trial of PORT-7 Encouraging efficacy data in a murine mesothelioma model with a selective A2B adenosine receptor antagonist given as a single agent or in combination with anti-PD-1 antibody DOVER, Del., March 27, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage

March 13, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

March 13, 2025 6-K

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 March 2025 Commission File Number: 001-4008

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 March 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isl

March 12, 2025 6-K

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 March 2025 Commission File Number: 001-4008

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 March 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Isl

March 12, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

March 12, 2025 EX-99.1

Portage Biotech Resumes Enrollment in Final Cohort of Dose Escalation for Port-6 in ADPORT-601 Trial Encouraging Safety Profile Supports Progression Toward First Dual-Administration of Selective A2A and A2B Antagonists in Patients

EXHIBIT 99.1 Portage Biotech Resumes Enrollment in Final Cohort of Dose Escalation for Port-6 in ADPORT-601 Trial Encouraging Safety Profile Supports Progression Toward First Dual-Administration of Selective A2A and A2B Antagonists in Patients DOVER, Del., March 12, 2025 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company wi

February 12, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

February 12, 2025 EX-99.1

Portage Biotech Receives Extension of Time to Attain Compliance With Stock Exchange Continued Listing Requirements

EXHIBIT 99.1 Portage Biotech Receives Extension of Time to Attain Compliance With Stock Exchange Continued Listing Requirements DOVER, Del., Feb. 12, 2025 (GLOBE NEWSWIRE) - Portage Biotech, Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of innovative therapeutics, today announced that on February 11, 2025, it received notification from

February 12, 2025 6-K

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 February 2025 Commission File Number: 001-4

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 February 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

January 30, 2025 EX-4.1

PORTAGE BIOTECH, INC. SUBSCRIPTION AGREEMENT

Exhibit 4.1 PORTAGE BIOTECH, INC. SUBSCRIPTION AGREEMENT January 23, 2025 Portage Biotech, Inc. 1111B S Governors Ave #25907 Dover, DE 19904 Ladies and Gentlemen: The undersigned subscriber, [Name of Investor] (the “Subscriber”) desires to purchase [Number of Shares] ordinary shares (the “Common Stock”), of Portage Biotech, Inc., a company formed under the laws of the British Virgin Islands (the “

January 30, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

January 30, 2025 EX-99.1

Portage Biotech Announces Completion of $2.15 Million Private Financing

EXHIBIT 99.1 Portage Biotech Announces Completion of $2.15 Million Private Financing DOVER, Del., Jan. 30, 2025 (GLOBE NEWSWIRE) - Portage Biotech, Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of innovative therapeutics, today announced that it has completed a private placement of $2.15 million from two Portage directors. The 524,390 o

January 30, 2025 6-K

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 January 2025 Commission File Number: 001-40

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 January 2025 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin I

January 30, 2025 EX-4.2

PORTAGE BIOTECH INC. REGISTRATION RIGHTS AGREEMENT

Exhibit 4.2 PORTAGE BIOTECH INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION (this “Agreement”) is made and entered into as of January 23, 2025, by and among PORTAGE BIOTECH INC., a company formed under the laws of The British Virgin Islands (“Company”), the persons listed on Schedule A hereto (individually a “Holder” and collectively as the “Holders”). RECITALS WHEREAS, in connection with the

January 6, 2025 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

January 6, 2025 6-K

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 January, 2025 Commission File Number: 001-4

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 January, 2025 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

January 6, 2025 EX-99.1

Portage Biotech Announce Re-Launch of Adenosine Subsidiary as Independently Managed Company; Appointment of Peter Molloy to Lead New Company

EXHIBIT 99.1 Portage Biotech Announce Re-Launch of Adenosine Subsidiary as Independently Managed Company; Appointment of Peter Molloy to Lead New Company WESTPORT, Conn., Jan. 06, 2025 (GLOBE NEWSWIRE) - Portage Biotech, Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of innovative therapeutics, today announced the re-launch of its wholly

December 17, 2024 6-K

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 December 2024 Commission File Number: 001-4

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 December 2024 Commission File Number: 001-40086 PORTAGE BIOTECH INC. (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

December 17, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

December 17, 2024 EX-99.1

Portage Biotech Announces Letter of Intent with Immunova for an Option to Acquire iOx Therapeutics, Ltd

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Portage Biotech Announces Letter of Intent with Immunova for an Option to Acquire iOx Therapeutics, Ltd WESTPORT, Conn., Dec. 17, 2024 (GLOBE NEWSWIRE) - Portage Biotech, Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel multi-targeted therapies for use as monotherapy and in combinati

December 13, 2024 6-K

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 December, 2024 Commission File Number: 001-

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 December, 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

December 13, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

December 12, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

December 12, 2024 EX-99.1

Portage Biotech Announces Receipt of Nasdaq Noncompliance Letter

EXHIBIT 99.1 Portage Biotech Announces Receipt of Nasdaq Noncompliance Letter No impact at this time on the listing of the Company’s Ordinary Shares on Nasdaq Company intends to submit to Nasdaq a compliance plan WESTPORT, Conn., Dec. 12, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel mult

December 12, 2024 6-K

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 December 2024 Commission File Number: 001-4

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 December 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clare

December 5, 2024 6-K

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 December, 2024 Commission File Number: 001-

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 December, 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

December 5, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

November 26, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

November 26, 2024 6-K

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 2024 Commission File Number: 001-4

6-K 1 f6k112624.htm FORM 6-K 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 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorpo

November 26, 2024 EX-99.1

NOTICE TO READER OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2024 and 2023 (Unaudited – Prepared by Management as of November 26, 2024) (Expressed in U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements TABLE OF CONTENTS Page No. Notice to Reader F-1 Condensed Consolidated Interim Statements

November 26, 2024 6-K

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 2024 Commission File Number: 001-4

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 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

November 26, 2024 EX-99.1

Portage Biotech Reports Results for Fiscal Quarter Ended September 30, 2024 Exploration and evaluation of strategic alternatives continue

EXHIBIT 99.1 Portage Biotech Reports Results for Fiscal Quarter Ended September 30, 2024 Exploration and evaluation of strategic alternatives continue WESTPORT, Conn., Nov. 26, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel multi-targeted therapies for use as monotherapy and in combination

November 26, 2024 EX-99.2

PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of November 26, 2024 TABLE OF CONTENTS

Exhibit 99.2 PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of November 26, 2024 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 3 Summary of Results 6 Number of Ordinary Shares 7 Business Environment – Risk Factors 7 Our Programs and Technology – Recent Developments 8 Results of Operatio

November 14, 2024 SC 13D/A

PRTG / Portage Biotech Inc. / Bailey Gregory Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Portage Biotech Inc. (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G7185A136

November 14, 2024 SC 13G/A

PRTG / Portage Biotech Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

October 4, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

October 4, 2024 6-K

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 October 2024 Commission File Number: 001-40

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 October 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin I

September 4, 2024 6-K

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 September, 2024 Commission File Number: 001

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 September, 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgi

September 4, 2024 424B3

Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-

August 27, 2024 6-K

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 August 2024 Commission File Number: 001-400

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 August 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Is

August 27, 2024 6-K

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 August 2024 Commission File Number: 001-400

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 August 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clarenc

August 27, 2024 EX-99.1

NOTICE TO READER OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three Months Ended June 30, 2024 (Unaudited – Prepared by Management as of August 26, 2024) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of June 30, 2024 (Unaudited

August 27, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

August 27, 2024 EX-99.2

PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2024 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 26, 2024 TABLE OF CONTENTS

Exhibit 99.2 PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2024 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 26, 2024 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares 8 Business Environment – Risk Factors 9 Our Programs and Technology – Recent Developments 9 Results of Operations 14 Liquidity

August 27, 2024 EX-99.1

Portage Biotech Reports Results for Fiscal Quarter Ended June 30, 2024 and Business Update Exploration and evaluation of strategic alternatives continue

EXHIBIT 99.1 Portage Biotech Reports Results for Fiscal Quarter Ended June 30, 2024 and Business Update Exploration and evaluation of strategic alternatives continue WESTPORT, Conn., Aug. 27, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel multi-targeted therapies for use as monotherapy and

August 23, 2024 POS AM

As filed with the Securities and Exchange Commission on August 22, 2024

As filed with the Securities and Exchange Commission on August 22, 2024 Registration No.

August 15, 2024 EX-99.1

Portage Biotech Reports Fiscal Year-Ended March 31, 2024 Financial Results and Business Update

EXHIBIT 99.1 Portage Biotech Reports Fiscal Year-Ended March 31, 2024 Financial Results and Business Update Exploration and evaluation of strategic alternatives continue Pausing patient enrollment in the ADPORT-601 clinical trial (adenosine 2A and 2B inhibitors) Discontinuing the iNKT clinical trial for PORT-2 WESTPORT, Conn., Aug. 15, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the

August 15, 2024 6-K

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 August 2024 Commission File Number: 001-400

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 August 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clarenc

August 15, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

August 14, 2024 EX-4.28

iii) All furniture, fixtures, and equipment ("FF&E) currently in the New Premises shall remain, excluding any personal property of the previous Tenant. All FF&E provided to Tenant shall remain property of Landlord and Tenant agrees to return the FF&E

EXHIBIT 4.28 FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE (this" Amendment") made as of the U>day of February 2024 , by and between WALP 57 - 61 , LLC with a principal place of business c/o David Adam Realty, Inc . , 57 Wilton Road, Westport, Connecticut 06880 ("Landlord"), and Portage Development Services, LLC, with a place of business at 61 Wilton Road, Westport, Connecticut, 06880 ("T

August 14, 2024 EX-12.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.1 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Ian Walters, Chairman of the Board and Chief Executive Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2024. 2. Based on my knowledge, this report does not contain any untrue statement of a materia

August 14, 2024 EX-13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Allan Shaw, Chief Financial Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (i) t

August 14, 2024 EX-11.5

INSIDER TRADING POLICY – PORTAGE BIOTECH INC.

EXHIBIT 11.5 INSIDER TRADING POLICY – PORTAGE BIOTECH INC. Policy Under United States securities laws, it is a crime to buy or sell securities of a company (including stocks and bonds) while in possession of material, non-public information about the company. Furthermore, it is a crime to pass on such information to others who use it for personal profit, if the information was obtained in the cour

August 14, 2024 EX-12.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.2 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Allan Shaw, Chief Financial Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2024. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mater

August 14, 2024 EX-13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Ian Walters, Chairman of the Board and Chief Executive Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to

August 14, 2024 EX-15.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

EXHIBIT 15.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of Portage Biotech Inc. on Form S-8 (File No. 333-275842) of our report dated August 14, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial stat

August 14, 2024 EX-97.1

Portage Biotech Inc. Incentive Compensation Recovery Policy

EXHIBIT 97.1 Portage Biotech Inc. Incentive Compensation Recovery Policy Adopted by the Board of Directors (the “Board”) of Portage Biotech Inc. (the “Company”) on November 8, 2023 The Company, including subsidiaries, is committed to conducting business in accordance with the highest ethical and legal standards, and the Board believes that a culture that emphasizes integrity and accountability is

August 14, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

August 13, 2024 EX-99.1

Portage Biotech Announces 1-for-20 Reverse Stock Split

EXHIBIT 99.1 Portage Biotech Announces 1-for-20 Reverse Stock Split WESTPORT, Conn., Aug. 13, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel multi-targeted therapies for use as monotherapy and in combination, today announced that the Company’s Board of Directors approved a reverse stock sp

August 13, 2024 6-K

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 August 2024 Commission File Number: 001-400

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 August 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clarenc

August 13, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

August 1, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

August 1, 2024 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-40086 CUSIP NUMBER: G7185A128 (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 1, 2024 6-K

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 April, 2024 Commission File Number: 001-400

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 April, 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Is

May 1, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

April 12, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

April 12, 2024 6-K

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 April 2024 Commission File Number: 001-4008

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 April 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clarence

April 12, 2024 EX-99.1

Portage Biotech Announces Plans to Expand its Evaluation of Strategic Alternatives -Adenosine clinical development paused

EXHIBIT 99.1 Portage Biotech Announces Plans to Expand its Evaluation of Strategic Alternatives -Adenosine clinical development paused WESTPORT, Conn., April 12, 2024 (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 that it is expanding its evaluation o

March 8, 2024 6-K

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 March, 2024 Commission File Number: 001-400

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 March, 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Is

March 8, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

March 7, 2024 6-K

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 March 2024 Commission File Number: 001-4008

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 March 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (Jur

March 7, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

March 7, 2024 EX-99.1

1 Corporate Presentation Nasdaq: PRTG March 2024 2 Legal Disclaimer Forward - Looking Information This presentation contains forward - looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 . State

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG March 2024 2 Legal Disclaimer Forward - Looking Information This presentation contains forward - looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 . Statements in this presentation that are not statements of historical fact are forward - looking statements . Words such as “may,” “will,” “sh

February 29, 2024 EX-99.1

Portage Biotech Reports Results for Fiscal Quarter Ended December 31, 2023, and Business Update Company focused on adenosine platform clinical development

EXHIBIT 99.1 Portage Biotech Reports Results for Fiscal Quarter Ended December 31, 2023, and Business Update Company focused on adenosine platform clinical development WESTPORT, Conn., Feb. 28, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG) (“Portage” or the “Company”), a clinical-stage immuno-oncology company advancing novel multi-targeted therapies for use as monotherapy and in comb

February 29, 2024 6-K

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 February 2024 Commission File Number: 001-4

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 February 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clare

February 28, 2024 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Nine Months Ended December 31, 2023 (Unaudited – Prepared by Management as of February 28, 2024) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of December

February 28, 2024 6-K

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 February 2024 Commission File Number: 001-4

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 February 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

February 28, 2024 EX-99.2

PORTAGE BIOTECH INC. THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of February 28, 2024

Exhibit 99.2 PORTAGE BIOTECH INC. THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of February 28, 2024 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares 8 Business Environment – Risk Factors 9 Our Programs and Technology – Recent Developments 9 Results of Operatio

February 28, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

February 14, 2024 SC 13G

PRTG / Portage Biotech Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 19, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

January 18, 2024 6-K

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 January 2024 Commission File Number: 001-40

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 January 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (J

January 18, 2024 EX-99.1

1 Corporate Presentation Nasdaq: PRTG January 2024 2 Legal Disclaimer Forward - Looking Information This presentation contains forward - looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 . Sta

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG January 2024 2 Legal Disclaimer Forward - Looking Information This presentation contains forward - looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 . Statements in this presentation that are not statements of historical fact are forward - looking statements . Words such as “may,” “will,” “

January 5, 2024 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

January 4, 2024 EX-99.1

WESTPORT, Conn., Jan. 04, 2024 (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 announced the outcome from the

EXHIBIT 99.1 Portage Biotech Reports Business and Strategic Update • Prioritize the adenosine clinical candidates • iNKT clinical development paused to focus resources • Company will evaluate range of strategic options WESTPORT, Conn., Jan. 04, 2024 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company advancing novel multi-targeted therapies for use as m

January 4, 2024 6-K

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 January 2024 Commission File Number: 001-40

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 January 2024 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Claren

December 1, 2023 EX-4.2

PORTAGE BIOTECH INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

Exhibit 4.2 PORTAGE BIOTECH INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. This Plan is an amendment and restatement, effective as of the 2022 Amendment Date, of the Portage Biotech Inc. 2021 Equity Incentive Plan. The purpose of this Plan is to develop the interest of the directors, officers, employees and consultants who provide on-going services to the Company and

December 1, 2023 EX-FILING FEES

Calculation of Filing Fee Table Form S-8 (Form Type) Portage Biotech Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Portage Biotech Inc.

December 1, 2023 S-8

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

November 28, 2023 EX-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

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 combin

November 28, 2023 6-K

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: 001-4

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) Clare

November 28, 2023 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2023 (Unaudited – Prepared by Management as of November 28, 2023) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of September

November 28, 2023 EX-99.2

PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of November 28, 2023

Exhibit 99.2 PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of November 28, 2023 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares 8 Business Environment – Risk Factors 9 Our Programs and Technology – Recent Developments 9 Results of Operatio

November 28, 2023 6-K

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: 001-4

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) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

November 28, 2023 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

November 14, 2023 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS SUPPLEMENT (to Prospectus dated November 7, 2023) Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form

November 13, 2023 EX-99.1

1 Corporate Presentation Nasdaq: PRTG November 2023 2 Legal Disclaimer Forward - Looking Information This presentation contains "forward - looking statements" that involve risks and uncertainties . Our actual results could differ materially from thos

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG November 2023 2 Legal Disclaimer Forward - Looking Information This presentation contains "forward - looking statements" that involve risks and uncertainties . Our actual results could differ materially from those discussed in the forward - looking statements . The statements contained in this presentation that are not purely historical are forwar

November 13, 2023 6-K

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: 001-4

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) N/A (Translation of registrant’s name into English) British Virgin Islands (

November 7, 2023 424B3

Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-275229 PROSPECTUS Portage Biotech Inc. 9,631,580 Ordinary Shares underlying Warrants The selling shareholders (the “Selling Shareholders”) named in this prospectus may use this prospectus to offer and resell from time to time up to 9,631,580 of our ordinary shares, no par value per share, consisting of (i) up to 3,157,895 ordinary shares (the “

November 3, 2023 CORRESP

PORTAGE BIOTECH INC. Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola British Virgin Islands, VG1110

PORTAGE BIOTECH INC. Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola British Virgin Islands, VG1110 November 3, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dillon Hagius Re: Portage Biotech Inc. Registration Statement on Form F-1 Filed October 31, 2023 File No. 333-275229 Request for Acceleration of

October 31, 2023 F-1

As filed with the Securities and Exchange Commission on October 31, 2023

As filed with the Securities and Exchange Commission on October 31, 2023 Registration No.

October 31, 2023 EX-FILING FEES

Calculation of Filing Fee Table Form F-1 (Form Type) Portage Biotech Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form F-1 (Form Type) Portage Biotech Inc.

October 3, 2023 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2023, between Portage Biotech Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and

October 3, 2023 EX-4.1

PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT PORTAGE BIOTECH INC.

Exhibit 4.1 PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT PORTAGE BIOTECH INC. Warrant Shares: Issue Date:, 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

October 3, 2023 424B5

Portage Biotech Inc. 1,970,000 Ordinary Shares Pre-Funded Warrants to Purchase up to 1,187,895 Ordinary Shares 1,187,895 Ordinary Shares Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-253468 PROSPECTUS SUPPLEMENT (To Prospectus dated March 8, 2021) Portage Biotech Inc. 1,970,000 Ordinary Shares Pre-Funded Warrants to Purchase up to 1,187,895 Ordinary Shares 1,187,895 Ordinary Shares Underlying the Pre-Funded Warrants We are offering to an institutional and accredited investor pursuant to this prospectus supplement

October 3, 2023 EX-FILING FEES

EX-FILING FEES

Exhibit 107 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of such offering is $5,998,812.61.

October 3, 2023 EX-4.2

SERIES A ORDINARY SHARE PURCHASE WARRANT Portage Biotech Inc.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 3, 2023 EX-4.3

SERIES B ORDINARY SHARE PURCHASE WARRANT Portage Biotech Inc.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 3, 2023 EX-4.4

SERIES C ORDINARY SHARE PURCHASE WARRANT Portage Biotech Inc.

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 3, 2023 EX-4.5

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Portage Biotech Inc.

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 3, 2023 6-K

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 October, 2023 Commission File Number: 001-4

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 October, 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin

September 29, 2023 6-K

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 September 2023 Commission File Number: 001-

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 September 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Clar

September 29, 2023 EX-99.1

Portage Biotech Announces $6.0 Million Registered Direct Offering

EXHIBIT 99.1 Portage Biotech Announces $6.0 Million Registered Direct Offering WESTPORT, Conn., Sept. 29, 2023 (GLOBE NEWSWIRE) - Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company advancing novel multi-targeted therapies for use as single agents and in combination, today announced that it has entered into a definitive agreement for the purchase and sale in a registered

September 8, 2023 6-K

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 September 2023 Commission File Number: 001-

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 September 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands

September 8, 2023 EX-99.1

1 Corporate Presentation Nasdaq: PRTG September 2023 2 Legal Disclaimer This presentation is for information purposes only. This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG September 2023 2 Legal Disclaimer This presentation is for information purposes only. This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction. Such an offer can only be made by prospectus or other authorized offering document. This present

August 30, 2023 EX-99.1

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

EdgarFiling EXHIBIT 99.1 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 comb

August 30, 2023 6-K

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 August 2023 Commission File Number: 001-400

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 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) Clarenc

August 29, 2023 EX-99.2

PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 29, 2023

Exhibit 99.2 PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2023 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 29, 2023 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares 8 Business Environment – Risk Factors 9 Our Programs and Technology – Recent Developments 9 Results of Operations 15 Liquidity

August 29, 2023 6-K

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 August 2023 Commission File Number: 001-400

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 August 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Is

August 29, 2023 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three Months Ended June 30, 2023 (Unaudited – Prepared by Management as of August 29, 2023) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of June 30, 2023 (Unaudited

August 14, 2023 EX-99.1

Corporate Presentation 1 Nasdaq: PRTG August 2023 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to b

Exhibit 99.1 Corporate Presentation 1 Nasdaq: PRTG August 2023 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authorized offering document . This present

August 14, 2023 6-K

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 August 2023 Commission File Number: 001-400

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 August 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (Ju

August 1, 2023 6-K

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 July 2023 Commission File Number: 001-40086

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 July 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

August 1, 2023 EX-99.1

Portage Biotech Reports Fiscal Year-Ended March 31, 2023 Financial Results and Business Update

EdgarFiling EXHIBIT 99.1 Portage Biotech Reports Fiscal Year-Ended March 31, 2023 Financial Results and Business Update Company poised to accelerate accrual in all clinical programs as it activates numerous sites across multiple U.S. cities and abroad and takes over sponsorship from the investigator-led program Updated interim data for lead iNKT engager, PORT-2, presented at the 2023 ASCO Annual M

July 31, 2023 EX-4.29

OFFICE LEASE by and between WALP 57 - 61, LLC (Landlord) and Portage Development Services, Inc. (Tenant) Dated: March 31, 2023 TABLE OF CONTENTS 1. PREMISES .............................................................................................

Exhibit 4.29 OFFICE LEASE by and between WALP 57 - 61, LLC (Landlord) and Portage Development Services, Inc. (Tenant) Dated: March 31, 2023 TABLE OF CONTENTS 1. PREMISES ............................................................................................................. 2. ORIGINAL TERM ................................................................................................. 3. RE

July 31, 2023 EX-12.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.1 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Ian Walters, Chairman of the Board and Chief Executive Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2023. 2. Based on my knowledge, this report does not contain any untrue statement of a materia

July 31, 2023 EX-4.28

PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement

EXHIBIT 4.28 PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement This Share Option Agreement (this “Agreement”), dated as of the Grant Date, is between Portage Biotech Inc., a corporation formed under the laws of the Territory of the British Virgin Islands (the “Company”), and (the “Optionee”). The Company hereby grants to the Optionee the following option (the “Option”) to purc

July 31, 2023 EX-4.27

PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement

EXHIBIT 4.27 PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement This Share Option Agreement (this “Agreement”), dated as of the Grant Date, is between Portage Biotech Inc., a corporation formed under the laws of the Territory of the British Virgin Islands (the “Company”), and (the “Optionee”). The Company hereby grants to the Optionee the following option (the “Option”) to purc

July 31, 2023 EX-4.24

SERVICES AGREEMENT THIS SERVICES AGREEMENT (the “ Agreement ”) is effective as of June 1 , 2022 , by and between Portage Development Services Inc . , a Delaware corporation (the “Company”), and Justin Fairchild a resident of the State of Connecticut

Exhibit 4.24 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the “ Agreement ”) is effective as of June 1 , 2022 , by and between Portage Development Services Inc . , a Delaware corporation (the “Company”), and Justin Fairchild a resident of the State of Connecticut (the “ Executive ”) . WHEREAS , the Company and Executive desire to enter into this Agreement pursuant to which the Company will continue

July 31, 2023 EX-13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Ian Walters, Chairman of the Board and Chief Executive Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to

July 31, 2023 EX-13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Allan Shaw, Chief Financial Officer of Portage Biotech Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (i) t

July 31, 2023 EX-4.25

CLINICAL SERVICES AGREEMENT This CLINICAL SERVICES AGREEMENT (this “ Agreement ”) is made effective as of the date of last signature below (the “ Effective Date ”) by and between Labcorp Drug Development Inc . with a place of business at 10 Moore Dri

Exhibit 4.25 CLINICAL SERVICES AGREEMENT This CLINICAL SERVICES AGREEMENT (this “ Agreement ”) is made effective as of the date of last signature below (the “ Effective Date ”) by and between Labcorp Drug Development Inc . with a place of business at 10 Moore Drive, Durham, NC 27709 which, together with its Affiliates, is referred to in this Agreement as “ Labcorp ” ; and TARUS THERAPEUTICS LLC, w

July 31, 2023 EX-4.26

PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement

EXHIBIT 4.26 PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Share Option Agreement This Share Option Agreement (this “Agreement”), dated as of the Grant Date, is between Portage Biotech Inc., a corporation formed under the laws of the Territory of the British Virgin Islands (the “Company”), and (the “Optionee”). The Company hereby grants to the Optionee the following option (the “Option”) to purc

July 31, 2023 EX-4.30

LICENSE AGREEMENT

Exhibit 4.30 CERTAIN IDENTIFIED INFORMATION, MARKED WITH “[****]”, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This License Agreement (this “Agreement”), dated as of July 1, 2015 (the “Effective Date”), is made by and between iOx Therapeutics Ltd., a company registered in Engla

July 31, 2023 EX-4.31

LICENSE AGREEMENT

Exhibit 4.31 CERTAIN IDENTIFIED INFORMATION, MARKED WITH “[****]”, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This License Agreement (this “Agreement”) is entered into as of October 29, 2019 (the “Agreement Date”), by and between Tarus Therapeutics, Inc., a company formed unde

July 31, 2023 EX-12.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.2 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Allan Shaw, Chief Financial Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2023. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mater

July 31, 2023 EX-11.1

Portage Biotech, Inc. Audit Committee Charter

Exhibit 11.1 Portage Biotech, Inc. Audit Committee Charter I. PURPOSE The Audit Committee shall provide assistance to the Board of Directors (the “Board”) of Portage Biotech, Inc. (the “Corporation”) in fulfilling the Board’s responsibility to the Corporation’s shareholders relating to the Corporation’s accounting, financial reporting practices, the system of internal control, the audit process, t

July 31, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

July 31, 2023 EX-11.2

PORTAGE BIOTECH, INC. COMPENSATION COMMITTEE CHARTER

Exhibit 11.2 PORTAGE BIOTECH, INC. COMPENSATION COMMITTEE CHARTER I. Purpose The purpose of the compensation committee (the “Committee”) of the Board of Directors (the “Board”) of Portage Biotech, Inc. (the “Company”) is to (a) assist the Board in fulfilling its responsibilities regarding the compensation of the Company’s Chief Executive Officer (the “CEO”), the Company’s other executive officers,

July 31, 2023 EX-15.1

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.1 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Portage Biotech Inc. on Form F-3 (File No. 333-253468) of our report dated July 31, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statem

June 21, 2023 EX-99.1

1 Corporate Presentation Nasdaq: PRTG June 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG June 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authorized offering document . This presentat

June 21, 2023 6-K

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 June 2023 Commission File Number: 001-40086

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 June 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (Juri

May 1, 2023 EX-99.1

1 Corporate Presentation Nasdaq: PRTG May 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy

Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG May 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authorized offering document . This presentati

May 1, 2023 6-K

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 May 2023 Commission File Number: 001-40086

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 May 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (Juris

March 14, 2023 6-K

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 March 2023 Commission File Number: 001-4008

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 March 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (Jur

March 14, 2023 EX-99.1

Corporate Presentation 1 Nasdaq: PRTG March 2023 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to bu

Exhibit 99.1 Corporate Presentation 1 Nasdaq: PRTG March 2023 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authorized offering document . This presenta

March 1, 2023 6-K

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 March 2023 December 31, 2022 Commission Fil

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 March 2023 December 31, 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola,

March 1, 2023 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Nine Months Ended December 31, 2022 (Unaudited – Prepared by Management as of March 1, 2023) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of December 31,

March 1, 2023 EX-99.2

PORTAGE BIOTECH INC. THREE AND NINE MONTHS ENDED DECEMBER 31, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of March 1, 2023

Exhibit 99.2 PORTAGE BIOTECH INC. THREE AND NINE MONTHS ENDED DECEMBER 31, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of March 1, 2023 Index Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares and Warrants 8 Business Environment – Risk Factors 9 Our Programs and Technology – Recent Developments 9 Results of Operations 14 Liquid

January 6, 2023 6-K

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 January 2023 Commission File Number: 001-40

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 January 2023 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant?s name into English) N/A (Translation of registrant?s name into English) British Virgin Islands (J

January 6, 2023 EX-99.1

1 Corporate Presentation Nasdaq: PRTG January 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 1 Corporate Presentation Nasdaq: PRTG January 2023 2 Legal Disclaimer This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authoriz

December 1, 2022 EX-99.1

Corporate Presentation 1 Nasdaq: PRTG December 2022 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to

Exhibit 99.1 Corporate Presentation 1 Nasdaq: PRTG December 2022 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other authorized offering document . This prese

December 1, 2022 6-K

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 2022 Commission File Number: 001-4

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 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) N/A (Translation of registrant’s name into English) British Virgin Islands (

November 29, 2022 6-K

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 2022 Commission File Number: 001-4

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 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant?s name into English) N/A (Translation of registrant?s name into English) British Virgin Islands (

November 29, 2022 EX-99.2

PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of November 29, 2022

Exhibit 99.2 PORTAGE BIOTECH INC. THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2022 MANAGEMENT?S DISCUSSION AND ANALYSIS Prepared as of November 29, 2022 Index Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares and Warrants 8 Business Environment ? Risk Factors 9 Our Programs and Technology ? Recent Developments 9 Results of Operations 14 Li

November 29, 2022 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2022 (Unaudited – Prepared by Management) as of November 29, 2022 (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of September

November 15, 2022 6-K

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 2022 Commission File Number: 001-

6-K 1 f6k111522.htm FORM 6-K 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 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant’s name into English) British Virgin Island (Jurisdiction of incorpo

November 9, 2022 EX-99.1

Portage Biotech Announces Clinical Trial Collaboration Agreement with Merck Study will evaluate PORT-2 in combination with KEYTRUDA® (pembrolizumab) for the treatment of patients with front-line as well as refractory non-small cell lung cancer (NSCLC

EXHIBIT 99.1 Portage Biotech Announces Clinical Trial Collaboration Agreement with Merck Study will evaluate PORT-2 in combination with KEYTRUDA? (pembrolizumab) for the treatment of patients with front-line as well as refractory non-small cell lung cancer (NSCLC) WESTPORT, Conn., Nov. 08, 2022 (GLOBE NEWSWIRE) - Portage Biotech Inc., (NASDAQ: PRTG) (?Portage? or the ?Company?), a clinical-stage i

November 9, 2022 6-K

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 2022 Commission File Number: 001-4

6-K 1 f6k110922.htm FORM 6-K 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 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorpo

October 13, 2022 EX-99.3

Unaudited Statement of Financial Position of Tarus Therapeutics, Inc. as of June 30, 2022 and the Unaudited Statements of Comprehensive Loss for the three and six months ended June 30, 2022 and 2021 and the Unaudited Statements of Cash Flows for the six months ended June 30, 2022 and 2021.

Exhibit 99.3 TARUS THERAPEUTICS, INC. INDEX TO FINANCIAL STATEMENTS Page Unaudited Financial Statements Statement of Financial Position as of June 30, 2022 1 Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2022 and 2021 2 Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 3 Notes to the Financial Statements 4 TARUS THERAPEUTICS, INC. Statement of

October 13, 2022 EX-99.3

Unaudited Pro Forma Condensed Consolidated Statements of Financial Position as of June 30, 2022 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2022 and for the year ended March 31, 2022.

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements for the periods indicated below give effect to our acquisition of Tarus Therapeutics, Inc. (?Tarus?), which we consummated on July 1, 2022. The unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2022 and for t

October 13, 2022 EX-99.2

Unaudited Statement of Financial Position of Tarus Therapeutics, Inc. as of March 31, 2022 and the Unaudited Statements of Comprehensive Loss and Statements of Cash Flows for the three months ended March 31, 2022 and 2021.

Exhibit 99.2 TARUS THERAPEUTICS, INC. INDEX TO FINANCIAL STATEMENTS Page Unaudited Financial Statements Statement of Financial Position as of March 31, 2022 1 Statements of Comprehensive Loss for the Three Months Ended March 31, 2022 and 2021 2 Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 3 Notes to the Financial Statements 4 TARUS THERAPEUTICS, INC. Statement of Fin

October 13, 2022 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant's name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Cl

October 13, 2022 EX-99.1

Audited Financial Statements of Tarus Therapeutics, Inc. as of and for the years ended December 31, 2021, 2020 and 2019.

Exhibit 99.1 Tarus Therapeutics, Inc. Financial Statements December 31, 2021, 2020 and 2019 Tarus Therapeutics, Inc. Financial Statements for the years ended December 31, 2021, 2020, and 2019 (U.S. Dollars) Table of Contents Page Report of Independent Registered Public Accounting Firm 1 - 2 Statements of Financial Position 3 Statements of Comprehensive Loss 4 Statements of Stockholders' Deficit 5

October 7, 2022 EX-99.3

Form of Proxy for electronic voting of ordinary shares

Exhibit 99.3

October 7, 2022 6-K

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: October 2022 Commission File Number: 001-4

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: October 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant?s name into English) British Virgin Island (Jurisdiction of incorporation or organization) Claren

October 7, 2022 EX-99.2

Virtual Meeting Guide 1 / 2

Exhibit 99.2

October 7, 2022 EX-99.4

Notice of Access

Exhibit 99.4

October 7, 2022 EX-99.1

NOTICE OF ANNUAL GENERAL MEETING PORTAGE BIOTECH INC. c/o Portage Development Services Inc. 61 Wilton Road, Westport, Connecticut 06880

Exhibit 99.1 NOTICE OF ANNUAL GENERAL MEETING PORTAGE BIOTECH INC. c/o Portage Development Services Inc. 61 Wilton Road, Westport, Connecticut 06880 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (Meeting) of PORTAGE BIOTECH INC. (Company) will be held on November 10, 2022 at 10:30 A.M. United States Eastern Standard Time. You may attend the meeting in pers

September 22, 2022 6-K

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 September 2022 Commission File Number: 001-

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 September 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant?s name into English) N/A (Translation of registrant?s name into English) British Virgin Islands

September 22, 2022 EX-4.1

Form of updated Articles of Association as of September 20, 2022

Exhibit 4.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF PORTAGE BIOTECH INC. Incorporated on 9 April 1973 in the Province of Ontario, Canada as Kamlo Gold Mines Limited and continued as a BVI Business Company on 5 July 2013 Amended and Restated on 25 July 2017 Amended and Restated on 20 June 2022 Amended and

September 14, 2022 6-K

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 September 2022 Commission File Number: 001-

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 September 2022 Commission File Number: 001-40086 Portage Biotech Inc. (Translation of registrant?s name into English) N/A (Translation of registrant?s name into English) British Virgin Islands

September 14, 2022 EX-99.1

Corporate Presentation 1 Nasdaq: PRTG September 2022 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation t

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Corporate Presentation 1 Nasdaq: PRTG September 2022 Legal Disclaimer 2 This presentation is for information purposes only . This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction . Such an offer can only be made by prospectus or other author

August 29, 2022 EX-99.1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three Months Ended June 30, 2022 (Unaudited ? Prepared by Management) (U.S. Dollars) March 31 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements Index Page Notice to Reader F-1 Condensed Consolidated Interim Statements of Financial Position As of June 30, 2022 (Unaudited) and March 3

August 29, 2022 EX-99.2

PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 29, 2022

EX-99.2 3 exh992.htm EXHIBIT 99.2 Exhibit 99.2 PORTAGE BIOTECH INC. THREE MONTHS ENDED JUNE 30, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of August 29, 2022 Index Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 8 Number of Ordinary Shares and Warrants 8 Business Environment - Risk Factors 8 Our Programs and Technology - Recent Developments 9 Results

August 29, 2022 6-K

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 August 2022 June 30, 2022 Commission File N

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 August 2022 June 30, 2022 Commission File Number: 0-30314 Portage Biotech Inc. (Translation of registrant?s name into English) N/A (Translation of registrant?s name into English) British Virgin

August 19, 2022 424B5

PORTAGE BIOTECH INC. Up to $30,000,000 Ordinary Shares

424B5 1 f424b5081722.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-253468 PROSPECTUS SUPPLEMENT (to Prospectus dated March 8, 2021) PORTAGE BIOTECH INC. Up to $30,000,000 and 94,508 Ordinary Shares We have entered into a purchase agreement, or Purchase Agreement, dated July 6, 2022, with Lincoln Park Capital Fund, LLC, or Lincoln Park, related to the issuance and sale o

August 19, 2022 6-K

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: August 2022 Commission File Number: 000-30

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: August 2022 Commission File Number: 000-30314 Portage Biotech Inc. (Translation of registrant?s name into English) British Virgin Island (Jurisdiction of incorporation or organization) 6 Adela

August 1, 2022 EX-10.8

Services Agreement effective as of December 15, 2021, by and between Portage Development Services Inc. and Steven Innaimo.

EXHIBIT 10.8 C&B Comments 01-24-21 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the ?Agreement?) is effective as of December 15, 2021, by and between Portage Development Services Inc., a Delaware corporation (the ?Company?), and Steve Innaimo a resident of the State of Connecticut (the ?Executive?). WHEREAS, the Company and Executive desire to enter into this Agreement pursuant to which the Company

August 1, 2022 EX-12.2

Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

EXHIBIT 12.2 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Allan Shaw, Chief Financial Officer of Portage Biotech Inc., certify that: 1. I have reviewed this Annual Report on Form 20-F of Portage Biotech Inc. for the fiscal year ended March 31, 2022. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mater

August 1, 2022 EX-10.15

Form of Restricted Share Unit Award and Dividend Equivalent Rights Agreement dated as of January 19, 2022.

EX-10.15 15 exh1015.htm EXHIBIT 10.15 EXHIBIT 10.15 PORTAGE BIOTECH INC. 2021 EQUITY INCENTIVE PLAN Restricted Share Unit Award and Dividend Equivalent Rights Agreement This Restricted Share Unit Award and Dividend Equivalent Rights Agreement (this “Agreement”), dated as of the Grant Date, is between Portage Biotech Inc., a corporation formed under the laws of the Territory of the British Virgin I

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