ALP / Alpha Compute Corp - SEC-Einreichungen, Jahresbericht, Proxy Statement

Independent Auditors' Report

Exhibit 99.2 Gamee Mobile s.r.o. Financial Statements As of and for the year ended 31 December 2024 Independent Auditors' Report To the Shareholder and Directors of Gamee Mobile s.r.o. Identification of the Company: Gamee Mobile s.r.o. Identification No.: 29103746 Registered Office: Rašínovo nábřeží 71/10, 128 00 Prague 2, Czech Republic Legal Form: Limited Liability Company File Number: C 281545,

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, 2026 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, 2026 Commission File Number: 001-40086 Alpha Compute Corp (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Island

SHAREHOLDERS AGREEMENT

Exhibit 10.1 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of May 27, 2026 (“Effective Date”) AMONG (1) ANIMOCA BRANDS LIMITED, a company incorporated in Hong Kong, with company number 2047605 and whose principal place of business is at 28/F Landmark South, 39 Yip Kan St, Wong Chuk Hang, Hong Kong (“Animoca Brands”); (2) Alpha Compute Corp., a British Virgin Isla

Alpha Compute Corp. Completes Majority Acquisition of GAMEE Transaction Brings 120 million Gaming Users to Alpha Compute with 2025 Revenue of $3.5 million and $926K in Q1, resulting in a 56% CAGR YoY

Exhibit 99.4 Alpha Compute Corp. Completes Majority Acquisition of GAMEE Transaction Brings 120 million Gaming Users to Alpha Compute with 2025 Revenue of $3.5 million and $926K in Q1, resulting in a 56% CAGR YoY Road Town, British Virgin Islands, May 27, 2026 (GLOBE NEWSWIRE) - Alpha Compute, Inc. (NASDAQ: ALP), a leading provider of high-performance AI compute infrastructure, today announced the

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Exhibit 99.1 GA MEE GLOBAL LIMITED (72357475) FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2025, 31 DECEMBER 2024 AND 31 DECEMBER 2023 GA MEE GLOBAL LIMITED TABLE OF CONTENTS Statement by Directors 1 Report of Independent Registered Public Accounting Firm 2-3 Financial Statements: Statement of Financial Position 4-5 Statement of Profit and Loss and Other Comprehensive Income 6 Statement of

Alpha Compute 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) Alpha Compute 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-1

Alpha Compute 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) Alpha Compute 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-1

Alpha Compute 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) Alpha Compute 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-1

Alpha Compute 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) Alpha Compute 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-1

Alpha Compute Corp. Provides Mid-Q2 2026 Update ALPHA-01 Completed and ALPHA-02 Underway of B300s located in Swedish Data Center, $16.1 million in Annual Revenue

EXHIBIT 99.1 Alpha Compute Corp. Provides Mid-Q2 2026 Update ALPHA-01 Completed and ALPHA-02 Underway of B300s located in Swedish Data Center, $16.1 million in Annual Revenue ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS, May 21, 2026 (GLOBE NEWSWIRE) - Alpha Compute Corp. (Nasdaq: ALP) ("Alpha Compute" or the "Company"), a pioneering technology leader in AI GPU-as-a-service (GPUaaS) and AI Confident

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, 2026 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, 2026 Commission File Number: 001-40086 Alpha Compute Corp (Translation of registrant’s name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Island

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 2026 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 2026 Commission File Number: 001-40086 Alpha Compute Corp (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands

Alpha Compute Closes $32.2 Million Revenue Contract with AI Lab Customer Leading AI Research Lab signs two-year compute off-take agreement for the ALPHA-01 Enterprise-Scale NVIDIA B200 Deployment of 504 GPUs in Canadian Data Center

EdgarFiling EXHIBIT 99.1 Alpha Compute Closes $32.2 Million Revenue Contract with AI Lab Customer Leading AI Research Lab signs two-year compute off-take agreement for the ALPHA-01 Enterprise-Scale NVIDIA B200 Deployment of 504 GPUs in Canadian Data Center ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS, May 12, 2026 (GLOBE NEWSWIRE) - Alpha Compute Corp. (“Alpha Compute” or the “Company”), a pioneerin

Alpha Compute Executes Binding $31.9 Million Non-Recourse GPU Financing, Backed by Nvidia B300 Hardware Assets Binding Facility for Strategic Equinex/AtNorth Data Center Build Out in Sweden

EdgarFiling EXHIBIT 99.1 Alpha Compute Executes Binding $31.9 Million Non-Recourse GPU Financing, Backed by Nvidia B300 Hardware Assets Binding Facility for Strategic Equinex/AtNorth Data Center Build Out in Sweden Road Town, Tortola, British Virgin Islands, April 22, 2026 (GLOBE NEWSWIRE) - Alpha Compute Corp. (Nasdaq: ALP), a pioneer in AI Confidential Compute and GPU-as-a-Service (GPUaaS), toda

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 2026 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 2026 Commission File Number: 001-40086 Alpha Compute Corp (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islan

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, 2026 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, 2026 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 Virgin I

EXHIBIT 99.1

Exhibit 99.1

FH Corporate Services Ltd. Clarence Thomas Building P.O. Box 4649, Road Town Tortola VG1110 British Virgin Islands Company No. 1784969 TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, (REVISED EDITION 2020) (AS AMENDED) MEMORANDUM

Exhibit 99.2 FH Corporate Services Ltd. Clarence Thomas Building P.O. Box 4649, Road Town Tortola VG1110 British Virgin Islands Company No. 1784969 TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, (REVISED EDITION 2020) (AS AMENDED) MEMORANDUM AND ARTICLES OF ASSOCIATION OF Alpha Compute Corp (formerly AlphaTON Capital Corp) Incorporated on 9 April 1973 in the Province of Ontari

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

STANDSTILL AGREEMENT

Exhibit 10.5 STANDSTILL AGREEMENT This STANDSTILL AGREEMENT (this “Agreement”) is made as of March 19, 2026 (“Effective Date”), By and Among (1) ALPHATON CAPITAL CORP, a British Virgin Islands Corporation listed on the Nasdaq Stock Market under the ticker ATON and whose registered office address is at Clarence Thomas Building, Road Town, Tortola, the British Virgin Islands (“AlphaTON”); (2) ANIMOC

SALE AND PURCHASE AGREEMENT

Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SALE AND PURCHASE AGREEMENT This Sale and Purchase Agreement (this “Agreement”) is made as of March 19, 2026 (“Effective Date”) BETWEEN (1) AN

Report of the Directors and Financial Statements

Exhibit 99.2 Report of the Directors and Financial Statements GA MEE GLOBAL LIMITED 31 December 2023 GA MEE GLOBAL LIMITED REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 CONTENTS Pages REPORT OF THE DIRECTORS 1 - 2 INDEPENDENT AUDITOR’S REPORT 3 – 5 AUDITED FINANCIAL STATEMENTS Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 - 8

PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT alphaton capital corp

Exhibit 10.2 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 REGIST

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, 2026 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, 2026 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 Virgin I

AlphaTON Capital Acquires Controlling Interest in GAMEE, Adding 119 Million Users to its Telegram Ecosystem Portfolio

EXHIBIT 99.6 AlphaTON Capital Acquires Controlling Interest in GAMEE, Adding 119 Million Users to its Telegram Ecosystem Portfolio GAMEE generated an Estimated $3.54 million total revenue in 2025, representing a three-year CAGR of 112%. The transaction values GAMEE at an $18 million valuation, incorporating EBITDA-contingent earn-outs designed to mitigate upfront consideration risk over a two-year

AlphaTON Capital Corp Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss For The Six Months Ended September 30, 2025 (In thousands, except per share amounts)

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Code of Federal Regulations, and presents the pro forma effects of the acquisition (such transaction, the “Acquisition”) by AlphaTON Capital Corp, a company organized under the laws of

Independent Auditor's Report Gamee Mobile s.r.o. for the audited period from 1 January 2023 to 31 December 2023 Identification of the accounting entity Company: Gamee Mobile s.r.o. Registration No.: 29103746 Registered office: Rasinovo nabrezi 71/10,

Exhibit 99.4 Independent Auditor's Report Gamee Mobile s.r.o. for the audited period from 1 January 2023 to 31 December 2023 Identification of the accounting entity Company: Gamee Mobile s.r.o. Registration No.: 29103746 Registered office: Rasinovo nabrezi 71/10, 128 00 Prague 2 Legal form: Limited liability company File reference: C 281545, Municipal Court in Prague TPA Audit s.r.o. 140 00 Prague

STRATEGIC ALLIANCE AGREEMENT

Exhibit 10.4 STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made as of March 19, 2026 (“Effective Date”) BETWEEN (1) ANIMOCA BRANDS LIMITED, a company incorporated in Hong Kong, with company number 2047605 and whose principal place of business is at 28/F Landmark South, 39 Yip Kan St, Wong Chuk Hang, Hong Kong (“Animoca Brands”); (2) ALPHATON CAPITAL CORP., a

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Exhibit 99.1 Report of the Directors and Financial Statements GA MEE GLOBAL LIMITED 31 December 2024 GA MEE GLOBAL LIMITED REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 CONTENTS Pages REPORT OF THE DIRECTORS 1 - 2 INDEPENDENT AUDITOR’S REPORT 3 - 5 AUDITED FINANCIAL STATEMENTS Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 - 8

Report of independent auditor for special purposes Gamee Mobile s.r.o. Accounting period from 1.1 . 2024 to 31.12.2024 Identification of the Company Company: Iden t ification No.: Reg i stered Office: Legal Form : File Number: Gamee Mobile s.r.o. 291

Exhibit 99.3 Report of independent auditor for special purposes Gamee Mobile s.r.o. Accounting period from 1.1 . 2024 to 31.12.2024 Identification of the Company Company: Iden t ification No.: Reg i stered Office: Legal Form : File Number: Gamee Mobile s.r.o. 291 03 746 Rasfnovo nabrezf 71/10 , 128 oo Praha 2 Limited Liability Company C 281545 , Trade Register Court Prague TPA Audit s.r.o. 140 oo

SHAREHOLDERS AGREEMENT

Exhibit 10.3 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of (“Effective Date”) AMONG (1) ANIMOCA BRANDS LIMITED, a company incorporated in Hong Kong, with company number 2047605 and whose principal place of business is at 28/F Landmark South, 39 Yip Kan St, Wong Chuk Hang, Hong Kong (“Animoca Brands”); (2) ALPHATON CAPITAL CORP., a British Virgin Islands Corpor

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, 2026 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, 2026 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 Virgin I

AlphaTON Capital Adds Deployment of 504 NVIDIA Blackwell B200 GPU Computers for AI Market Infrastructure This Additional Deployment Scales AlphaTON’s AI Revenue

EXHIBIT 99.1 AlphaTON Capital Adds Deployment of 504 NVIDIA Blackwell B200 GPU Computers for AI Market Infrastructure This Additional Deployment Scales AlphaTON’s AI Revenue Toronto, Canada, Feb. 17, 2026 (GLOBE NEWSWIRE) - AlphaTON Capital Corp (NASDAQ: ATON), the world's leading public technology company scaling the Telegram super app with AI Infrastructure and Telegram Applications for its addr

AlphaTON Capital Executes Binding Call Option to Sell Legacy Biotech Asset iOx Therapeutics to Immunova Structure Preserves Shareholder Upside Through Equity, Milestones, Royalties, and Sublicensing Participation

EXHIBIT 99.1 AlphaTON Capital Executes Binding Call Option to Sell Legacy Biotech Asset iOx Therapeutics to Immunova Structure Preserves Shareholder Upside Through Equity, Milestones, Royalties, and Sublicensing Participation Dover, DE, Feb. 17, 2026 (GLOBE NEWSWIRE) - AlphaTON Capital Corp. (Nasdaq: ATON) ("AlphaTON" or the "Company"), the world's leading public technology company scaling the Tel

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, 2026 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 February, 2026 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

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, 2026 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 February, 2026 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

Up to $400,000,000 Ordinary Shares ALPHATON CAPITAL CORP

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 11, 2025) Registration No.

AT THE MARKET OFFERING AGREEMENT

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT February 17, 2026 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: AlphaTON Capital Corp, a corporation organized under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-40086

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-40086

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.

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

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, 2026 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 February, 2026 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

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

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

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

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

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, 2026 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, 2026 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 Virgin

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

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

AlphaTON Capital Advances Strategic Roadmap with Revenue Generation from Confidential Compute AI Infrastructure AlphaTON Raised Net $44 Million in Capital and is Generating Revenue with AI Infrastructure from Telegram’s Cocoon AI

EXHIBIT 99.1 AlphaTON Capital Advances Strategic Roadmap with Revenue Generation from Confidential Compute AI Infrastructure AlphaTON Raised Net $44 Million in Capital and is Generating Revenue with AI Infrastructure from Telegram’s Cocoon AI New York, NY, Jan. 28, 2026 (GLOBE NEWSWIRE) - AlphaTON Capital Corp. (Nasdaq: ATON) ("AlphaTON" or the "Company"), the world's leading public technology com

ALPHATON CAPITAL CORP THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of January 12, 2026 TABLE OF CONTENTS

Exhibit 99.2 ALPHATON CAPITAL CORP THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of January 12, 2026 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 6 Number of Ordinary Shares 7 Business Environment – Risk Factors 7 Results of Operations 9 Liquidity and Capital Resources 13 Key Contract

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A #1 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 2026 Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A #1 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 2026 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 Vi

NOTICE TO READER OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Exhibit 99.1 AlphaTON Capital Corp (formerly known as Portage Biotech, Inc.) Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2025 and 2024 (Unaudited – Prepared by Management as of January 12, 2026) (Expressed in U.S. Dollars) AlphaTON Capital Corp Condensed Consolidated Interim Financial Statements TABLE OF CONTENTS Page No. Notice to Reader of

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT alphaton capital corp

Exhibit 4.2 PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT alphaton capital corp Warrant Shares: Initial Exercise Date: January 14, 2026 THIS PLACEMENT AGENT 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

5,230,000 Ordinary Shares Pre-Funded Warrants to Purchase Up to 9,770,000 Ordinary Shares Up to 9,770,000 Ordinary Shares Underlying Pre-Funded Warrants Placement Agent Warrants to Purchase Up to 1,050,000 Ordinary Shares Up to 1,050,000 Ordinary Sha

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 11, 2025) Registration No.

AlphaTON Capital Corp Announces $15 Million Registered Direct Offering

Exhibit 99.1 AlphaTON Capital Corp Announces $15 Million Registered Direct Offering New York, NY, Jan. 13, 2026 (GLOBE NEWSWIRE) - AlphaTON Capital Corp (NASDAQ: ATON) (“AlphaTON” or the “Company”), the world’s leading public technology company scaling the Telegram super app, with an addressable market of 1 billion monthly active users, today announced that it has entered into a definitive agreeme

AlphaTON Capital Corp Announces Closing of $15 Million Registered Direct Offering of Ordinary Shares

Exhibit 99.2 AlphaTON Capital Corp Announces Closing of $15 Million Registered Direct Offering of Ordinary Shares New York, NY, Jan. 15, 2026 (GLOBE NEWSWIRE) - AlphaTON Capital Corp (NASDAQ: ATON) (“AlphaTON” or the “Company”), the world’s leading public technology company scaling the Telegram super app, with an addressable market of 1 billion monthly active users, today announced the closing of

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2026, between AlphaTON Capital Corp, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2026 Commission File Number: 001-40086 A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2026 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.

PREFUNDED ORDINARY SHARE PURCHASE WARRANT alphaton capital corp

Exhibit 4.1 PREFUNDED ORDINARY SHARE PURCHASE WARRANT alphaton capital corp Warrant Shares: Initial Exercise Date: January 14, 2026 THIS PREFUNDED 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 after th

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 2026 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 2026 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 Virgin

ALPHATON CAPITAL CORP THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of January 12, 2026 TABLE OF CONTENTS

Exhibit 99.2 ALPHATON CAPITAL CORP THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 MANAGEMENT’S DISCUSSION AND ANALYSIS Prepared as of January 12, 2026 TABLE OF CONTENTS Page No. Forward-Looking Statements 3 Nature of Operations and Overview 4 Summary of Results 6 Number of Ordinary Shares 7 Business Environment – Risk Factors 7 Results of Operations 9 Liquidity and Capital Resources 13 Key Contract

NOTICE TO READER OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Exhibit 99.1 AlphaTON Capital Corp (formerly known as Portage Biotech, Inc.) Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2025 and 2024 (Unaudited – Prepared by Management as of January 12, 2026) (Expressed in U.S. Dollars) AlphaTON Capital Corp Condensed Consolidated Interim Financial Statements TABLE OF CONTENTS Page No. Notice to Reader of

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, 2026 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, 2026 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 Virgin

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, 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 December, 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

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

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, 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 December, 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

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, 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 December, 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

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

ALPHATON CAPITAL CORP Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola, British Virgin Islands, VG1110

ALPHATON CAPITAL CORP Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola, British Virgin Islands, VG1110 December 9, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:          AlphaTON Capital Corp Registration Statement on Form F-3 Filed December 3, 2025 File No. 333-291921 Request for Acceleration of Effec

As filed with the Securities and Exchange Commission on December 3, 2025

As filed with the Securities and Exchange Commission on December 3, 2025 Registration No.

Security Type

Exhibit 107 Calculation of Filing Fee Tables F-3 AlphaTON Capital Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Ordinary Shares, no par value per share 457(o) $ 0.

DATED AS OF , 20 ALPHATON CAPITAL CORP as Issuer, as Trustee Providing for Issuance of Debt Securities in Series Table of Contents

Exhibit 4.1 INDENTURE DATED AS OF , 20 BETWEEN ALPHATON CAPITAL CORP as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series Table of Contents Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04 Acts of Hold

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 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 November 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 Virgin

ALPHATON CAPITAL CORP Up to $15,307,818 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 $15,307,818 Ordinary Shares We have entered into an At The Market Offering Agreement, or the Sales Agreement, with Chardan Capital Markets, LLC, or the Sales Agent, relating to our ordinary shares, no par value, offered by this prospectus suppl

FOR IMMEDIATE RELEASE

Exhibit 99.1 FOR IMMEDIATE RELEASE AlphaTON Capital (Nasdaq: ATON) Issues Shareholder Update on Balance Sheet Assets and Strategic Ecosystem Expansion Clarification and Correction 1. AlphaTON Capital has No Equity Line Financing with ATW Partners or any other provider. ATW Partners is not an investor whatsoever. 2. AlphaTON Capital has never drawn down the entire Bitgo facility and has continued t

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 November, 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

As filed with the Securities and Exchange Commission on November 6, 2025

As filed with the Securities and Exchange Commission on November 6, 2025 Registration No.

[Signature page follows]

Exhibit 10.1 George Kaufman Chardan Capital Markets, LLC Head of Investment Banking One Pennsylvania Plaza, Suite 4800 New York, NY 10119 Tel: 646 465 9000 Fax: 646 465 9039 September 24, 2025 AlphaTON Capital Corp Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola British Virgin Islands, VG1110 Attn: Brittany Kaiser, Chief Executive Officer Re: Placement Agency Agreement Dear Ms. Kaiser,

As filed with the Securities and Exchange Commission on November 6, 2025

As filed with the Securities and Exchange Commission on November 6, 2025 Registration No.

Security Type

Exhibit 107 Calculation of Filing Fee Tables F-3 AlphaTON Capital Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Ordinary Shares, no par value per share Other 189,719 $ 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, 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 October, 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 Virgin

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

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made as of October 22, 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 Wes Levitt ("Consultant”). RECITALS WHEREAS, the Company desires to engage Consultant as Chief Financial

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

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, 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 October, 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 Virgin

Security Type

Calculation of Filing Fee Tables F-3 AlphaTON Capital Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Ordinary Shares, no par value per share Other 7,473,917 $ 5.

As filed with the Securities and Exchange Commission on October 10, 2025

As filed with the Securities and Exchange Commission on October 10, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A #1 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 2025 Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A #1 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 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 Vi

ALPHATON CAPITAL CORP Up to $18,473,482 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 $18,473,482 Ordinary Shares This prospectus supplement replaces the prospectus supplement of our company, filed with the Securities and Exchange Commission on September 3, 2025, for the purpose of increasing the amount of our ordinary shares th

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-

D

X0708 D LIVE 0001095435 AlphaTON Capital Corp Clarence Thomas Building, PO Box 4649 Road Town, Tortola D8 VIRGIN ISLANDS, BRITISH VG1110 (302) 219-5556 VIRGIN ISLANDS, BRITISH Portage Biotech Inc.

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-

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-

AlphaTON Capital Corp Successfully Closes $71 million Financing and Completes Initial TON Token Acquisition

Exhibit 99.1 AlphaTON Capital Corp Successfully Closes $71 million Financing and Completes Initial TON Token Acquisition Company Establishes Strong Balance Sheet Foundation with TON Treasury Position to Drive Telegram Ecosystem Growth DOVER, DE, September 25, 2025 – AlphaTON Capital Corp ("AlphaTON Capital" or the "Company") (Nasdaq: ATON), a specialized digital asset treasury company focused on t

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 Virg

TREASURY MANAGEMENT AGREEMENT

Exhibit 10.1 TREASURY MANAGEMENT AGREEMENT This Treasury Management Agreement (this “Agreement”) is made and entered into as of 25 August 2025 (the “Effective Date”), BETWEEN: 1. 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 Vi

LOCKED ASSET AGREEMENT SUPPLEMENT TELEGRAM POLICY ON LOCKED TON AS PRIVATE INVESTMENT IN PUBLIC EQUITY (PIPE) TRANSACTION

Exhibit 10.2 LOCKED ASSET AGREEMENT SUPPLEMENT TELEGRAM POLICY ON LOCKED TON AS PRIVATE INVESTMENT IN PUBLIC EQUITY (PIPE) TRANSACTION PARTIES Company: AlphaTON Capital Corp, a BVI corporation (the "Company") Investor: [Investor Name/Entity] (the "Investor") RECITALS WHEREAS, the Investor is participating in a private investment in public equity transaction with the Company pursuant to that certai

UNITED STATES

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

EXHIBIT B - LOAN CONFIRMATION

Exhibit 10.3 EXHIBIT B - LOAN CONFIRMATION The following forms part of and incorporates all the terms of the Master Loan Agreement entered into by BitGo Prime, LLC and AlphaTON Capital Corp on August 28, 2025 and shall supersede and replace all prior Loan Confirmations agreed between the Parties: Origination Date: September 8, 2025 Borrower: AlphaTON Capital Corp Lender: BitGo Prime, LLC Digital C

D

X0708 D LIVE 0001095435 AlphaTON Capital Corp Clarence Thomas Building, PO Box 4649 Road Town, Tortola D8 VIRGIN ISLANDS, BRITISH VG1110 (302) 219-5556 VIRGIN ISLANDS, BRITISH Portage BIotech Inc.

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

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

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

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

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)

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

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

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

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’

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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-

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

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

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,

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)

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

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

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

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

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-

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

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

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”)

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;

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.

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

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

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-

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

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

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-

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-

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

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

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

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,

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

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-

$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

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

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.

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

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.

LETTER

May 8, 2025 Alexander Pickett Chief Executive Officer Portage Biotech Inc. Clarence Thomas Building, P.O. Box 4649 Road Town, Tortola, British Virgin Islands, VG1110 Re: Portage Biotech Inc. Registration Statement on Form F-3 Filed May 5, 2025 File No. 333-28696 Dear Alexander Pickett: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to

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.

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.

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

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

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-

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

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-

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

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-

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

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

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

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-

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-

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

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

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-

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

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 “

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

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

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

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

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-

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

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

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-

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-

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

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

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

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-

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-

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

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

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

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

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-

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

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

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.

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

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

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-

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-

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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