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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 , 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number : 0-30314 Portage Biotech Inc. ( Exact name of Registrant as specified in its charter ) N / A ( Translation of Registrant's name into English ) British Virgin Islands ( Jurisdiction of incorporation or organization ) Clarence Thomas Building , P.O. Box 4649 , Road Town , Tortola , British Virgin Islands , VG1110 . ( Address of principal executive offices ) c / o Portage Development Services Inc. , Ian Walters , 203. 221.7378 61 Wilton Road , Westport , Connecticut 06880 ( Name , telephone , e - mail and / or facsimile number and Address of Company Contact Person ) Securities registered or to be registered pursuant to Section 12 ( b ) of the Act : Title of each class Ordinary Shares , no par value Trading Symbol PRTG Securities registered or to be registered pursuant to Section 12 ( g ) of the Act . Not applicable ( Title of Class ) Name of each exchange on which registered Nasdaq Capital Market Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : Not applicable ( Title of Class ) Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock ( ordinary shares ) as of the close of the period covered by the annual report . Ordinary shares without par value - 16,944,783 as at August 1 , 2022 Indicate by check mark if the registrant is a well - known seasoned issuer , defined in Rule 405 of the Securities Act . Yes ☐ No ☑ If this report is an annual or transition report , indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934. Yes No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such report ) and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( $ 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , or a non - accelerated filer . See definition of " accelerated filer and large accelerated filer " in Rule 12b - 2 of the Exchange Act . Large accelerated filer ☐ Accelerated filer ☐ Non - accelerated filer ☑ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing :