INCORPORATION BY REFERENCE

This report on Form 6-K (including any exhibits attached hereto) shallbe deemed to be incorporated by reference into the registration statement on Form S-8 (File No. 333-275842) and Form F-3, as amended (FileNo. 333-286961) of Portage Biotech Inc. (including any prospectuses forming a part of such registration statement) and to be a part thereoffrom the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 25, 2025

PORTAGE BIOTECH INC.

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 financial results forthe fiscal year ended March 31, 2025.

Financial Results from Year Ended March 31, 2025

The Company incurred a net loss of approximately $6.8 million during the fiscal yearended March 31, 2025 (“Fiscal 2025”), which includes approximately $0.2 million of net non-cash expenses. This compares toa net loss of approximately $75.4 million during the fiscal year ended March 31, 2024 (“Fiscal 2024”), which included approximately$60.9 million of net non-cash expenses. Net loss decreased by approximately $68.6 million year-over-year, which is primarily due to lowernon-cash losses attributable to full impairment of the Company’s identifiable intangible assets, goodwill, and certain investmentsas of March 31, 2024.

Operating expenses, including research and development (“R&D”) costsand general and administrative (“G&A”) expenses, were $7.4 million in the Fiscal 2025, down from $18.2 million in theFiscal 2024, a decrease of $10.8 million, as detailed below.

R&D expenses decreased by approximately $9.4 million, or approximately 75%, fromapproximately $12.5 million in Fiscal 2024, to approximately $3.1 million in Fiscal 2025. The decrease was primarily attributable toclinical trial costs (principally CRO-related), which decreased by approximately $3.4 million, from $5.2 million in Fiscal 2024 to $1.8million in Fiscal 2025, due to the decision to pause enrollment in our sponsored clinical trials in the third and fourth quarters ofFiscal 2024. Manufacturing-related costs decreased by $1.6 million from $1.8 million in Fiscal 2024, compared to $0.2 million in Fiscal2025, related to the iNKT and adenosine clinical trials. During Fiscal 2024, we deprioritized development of the iNKT program and closedthe related clinical trial. In August 2024, we temporarily paused enrollment in the PORT-6 arm of the study. Enrollment resumed in March2025 with the initiation of the final dose escalation cohort.   Non-cash share-based compensation expense allocable to R&Ddecreased by $1.4 million, from $1.4 million in Fiscal 2024, compared to nil in Fiscal 2025, as the relevant share options fully vestedby Fiscal 2024 and no new share option awards were allocable to R&D during Fiscal 2025. Payroll-related expenses decreased by $0.9million from $1.6 million in Fiscal 2024 to $0.7 million in Fiscal 2025; the decrease in salaries is primarily due to reduced headcount.R&D services decreased by $0.5 million due to the pause of medical writing, analysis, and clinical studies at the beginning of Fiscal2025. Scientific consulting fees decreased by approximately $0.6 million from $0.8 million in Fiscal 2024 to $0.2 million in Fiscal 2025to reflect the decrease in activity year-over-year. Additionally, in Fiscal 2024, we incurred a one-time milestone payment of $0.5 millionfor dosing our first adenosine patients, and finally, $0.5 million in fees paid with respect to the transition of the iNKT study priorto discontinuing the study in Fiscal 2024.

G&A expenses decreased by approximately $1.4 million, or approximately 24.9%, fromapproximately $5.7 million in Fiscal 2024, to approximately $4.3 million in Fiscal 2025. The decreases are attributable to decreasesin: non-cash share-based compensation expense allocable to G&A expenses by $0.9 million, from $1.2 million in Fiscal 2024 to $0.3million in Fiscal 2025, primarily due to the vesting of certain share options granted in prior years fully vesting by Fiscal 2024 andlower fair value associated with more recent grants; professional fees by $0.7 million, from $2.3 million in Fiscal 2024, compared to$1.6 million in Fiscal 2025, primarily due to decline in public relations and accounting services related expenses; directors’fees by $0.1 million, from $0.3 million in Fiscal 2024, compared to $0.2 million Fiscal 2025 due to the adoption of a new director compensationpolicy in March 2025; and general office related supplies and expenses by $0.1 million, from $0.2 million in Fiscal 2024, compared to$0.1 million in Fiscal 2025. These decreases were offset to some extent by an increase in payroll-related and consulting expenses by$0.4 million from $0.9 million in Fiscal 2024 to $1.3 million in Fiscal 2025 primarily attributable to $0.2 million in retention paymentsto an employee and a consultant included in payroll expenses allocable to general and administrative expenses.

The primary reasons for the year-over-year differences in the Company’s pre-taxitems of income and expense were substantially non-cash in nature, aggregating approximately $0.6 million net gain in Fiscal 2025 comparedto approximately $67.7 million net loss in Fiscal 2024. The net gain in year over year were attributable to $0.9 million net gain fromthe settlement and release of obligations and liabilities under the Master Services Agreement between iOx and Parexel partially offsetto some extent by the $0.4 million non-cash loss from the change in the fair value of certain warrants accounted for as liabilities,issued in connection with a private placement offering in October 2023 in Fiscal 2025. In Fiscal 2024, the recognized full impairmentof the carrying value of in-process research and development of $57.9 million for iOx and $23.6 million for Tarus, as well as a $1.0million loss on the impairment of the Company’s investment in Stimunity and the Stimunity convertible note. These expenses werepartially offset by the non-cash gains from the decrease in the fair value of the deferred purchase price payable to the former Tarusshareholders and the deferred obligation for the iOx milestone, totaling $11.3 million. These losses were offset to some extent by a$0.7 million gain on the sale of Intensity shares, accounted for under fair value through other comprehensive income (FVOCI), which hada carrying value of $2.1 million and a $2.4 million loss during Fiscal 2024 from the Company’s equity financing in October 2023,representing the excess of the fair value of certain warrants over the net proceeds. Additionally, a $6.9 million non-cash gain was recognizedfrom the change in the fair value of certain warrants accounted for as liabilities issued in connection with this equity offering.

Additionally, the Company recognized a non-cash net deferred income tax benefit of $10.5million in Fiscal 2024, compared to a non-cash net deferred income tax benefit of $3 thousand in Fiscal 2025. The benefit in Fiscal 2024was primarily attributable to the tax effect of the non-cash impairment loss on IPR&D for iOx, partially offset by the derecognitionof previously recognized losses.

As of March 31, 2025, the Company had cash and cash equivalents of approximately $1.7million and total current liabilities of approximately $1.1 million.

About Portage Biotech
Portage Biotech is a clinical-stage immuno-oncologycompany advancing a pipeline of novel biologics to transform the immune system’s ability to fight cancer. For more information,visit www.portagebiotech.com. 

Forward-Looking Statements
All statements in this news release, other thanstatements of historical facts, including without limitation, statements regarding the Company’s business strategy, plans and objectivesof management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,”“expects,” “anticipates,” “intends,” “estimates,” “will,” “may,”“plans,” “potential,” “continues,” or similar expressions or variations on such expressions are forward-lookingstatements. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but not limited to: therisk that the Company may not secure financing, the uncertainty of the Company’s ability to continue as a going concern, scientificresults may not be as expected, and other factors set forth in “Item 3 - Key Information-Risk Factors” in the Company’sAnnual Report on Form 20-F for the year ended March 31, 2025. Although the Company believes that the expectations reflected in theseforward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from theseforward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Companyundertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

FOR MORE INFORMATION, PLEASE CONTACT:

Investor Relations:
ir@portagebiotech.com 

Media Relations: 
media@portagebiotech.com 

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