Statistiche di base
CIK | 1571934 |
SEC Filings
SEC Filings (Chronological Order)
August 29, 2025 |
Exhibit 99.1 TAO Synergies Welcomes Top Bittensor (TAO) Leader as Advisor for AI-Focused Crypto Treasury Strategy Joseph Jacks to support Company's TAO pure-play treasury initiatives TAO treasury strategy anchored at intersection of decentralized AI and cryptocurrencies NEW YORK, Aug. 26, 2025 /PRNewswire/ - TAO Synergies Inc. (Nasdaq: TAOX) (the "Company"), a digital asset treasury company focuse |
|
August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 TAO Synergies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
August 14, 2025 |
Exhibit 4.6 Amendment This Amendment (this “Amendment”), dated as of August , 2025, is by and among TAO Synergies Inc., a Delaware corporation (the “Company”) and GP Nurmenkari Inc. (the “Investor”). WITNESSETH Whereas, the Company and the Investor are party to that certain engagement letter, dated as of June 9, 2025 (the “Engagement Letter”), pursuant to which the Company issued to the Investor w |
|
August 14, 2025 |
Calculation of Filing Fee Tables S-3 TAO Synergies Inc. 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 |
|
August 14, 2025 |
Exhibit 4.7 Amendment This Amendment (this “Amendment”), dated as of August , 2025, is by and among TAO Synergies Inc., a Delaware corporation (the “Company”) and GP Nurmenkari Inc. (the “Investor”). WITNESSETH Whereas, the Company and the Investor are party to that certain engagement letter, dated as of September 10, 2024 (the “Engagement Letter”), pursuant to which the Company issued to the Inve |
|
August 14, 2025 |
Calculation of Filing Fee Tables S-8 TAO Synergies 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 Common stock, par value $0.0001 per share 457(a) 2,000,000 $ 6.16 $ 12,320,000.00 0.0001531 $ 1,886.19 Total Offer |
|
August 14, 2025 |
Exhibit 4.4 Amendment This Amendment (this “Amendment”), dated as of August , 2025, is by and among TAO Synergies Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages attached hereto (the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securities Purchase Agreement, dated as of September 10, 2024 (the “Purch |
|
August 14, 2025 |
Amended and Restated Bylaws of TAO Synergies Inc. Exhibit 3.3 TAO SYNERGIES INC. AMENDED AND RESTATED BYLAWS Table of Contents Page(s) ARTICLE I STOCKHOLDERS 1 Section 1. Annual Meeting 1 Section 2. Special Meetings 1 Section 3. Notice of Meetings 1 Section 4. Quorum 1 Section 5. Organization 2 Section 6. Conduct of Business 2 Section 7. Proxies and Voting 2 Section 8. Action without Meeting 2 Section 9. Stock List 3 ARTICLE II BOARD OF DIRECTORS |
|
August 14, 2025 |
Form of Subordinated Indenture Exhibit 4.4 TAO Synergies Inc. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). |
|
August 14, 2025 |
Exhibit 4.3 TAO Synergies Inc. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a) |
|
August 14, 2025 |
As filed with the Securities and Exchange Commission on August 14, 2025 As filed with the Securities and Exchange Commission on August 14, 2025 Registration No. |
|
August 14, 2025 |
Exhibit 10.7 EXECUTIVE COMPENSATION AGREEMENT This Executive Compensation Agreement (“Agreement”) is entered into as of , 2025, effective as of July 1, 2025 (“Effective Date”), by and between TAO Synergies Inc. a Delaware corporation (together with its successors and assigns, “Company”), and Josh Silverman (“Executive”). The Company and Executive are each referred to in this Agreement as a “Party” |
|
August 14, 2025 |
Exhibit 4.5 AMENDMENT This Amendment (this “Amendment”), dated as of August , 2025, is by and among TAO Synergies Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages attached hereto (the “Investors”). WITNESSETH WHEREAS, the Company and the Investors are party to that certain Securities Purchase Agreement, dated as of June 8, 2025 (the “Purchase Ag |
|
August 14, 2025 |
As filed with the Securities and Exchange Commission on August 14, 2025 As filed with the Securities and Exchange Commission on August 14, 2025 Registration No. |
|
August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 TAO |
|
August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 TAO Synergies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
August 8, 2025 |
Amended and Restated TAO Synergies Inc. 2020 Equity Incentive Plan Exhibit 10.1 TAO SYNERGIES INC. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this TAO Synergies Inc. 2020 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which |
|
August 6, 2025 |
Exhibit 99.1 TAO Synergies Accelerates Decentralized AI Treasury Strategy with 42,111 Bittensor (TAO) Tokens Acquired and Earned Through Staking to Date Largest publicly traded TAO pure-play treasury company TAO treasury strategy anchored at intersection of decentralized AI and cryptocurrencies NEW YORK, August 6, 2025 – TAO Synergies Inc. (Nasdaq: TAOX) (the “Company”), a digital asset treasury c |
|
August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 TAO Synergies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
|
July 17, 2025 |
Exhibit 99.1 TAO Synergies Acquires $10 Million of Bittensor (TAO) to Become Largest Publicly Traded Pure Play TAO Holder 29,899 TAO tokens purchased to date Stakes tokens in decentralized AI network for yield generation NEW YORK, July 17, 2025 – TAO Synergies Inc. (Nasdaq: TAOX) (the “Company”), a digital asset treasury company focused on Bittensor (TAO), the premier crypto token for decentralize |
|
July 17, 2025 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 TAO Synergies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
July 15, 2025 |
TAO Synergies Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 TAO Synergies Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 July 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: TAO Synergies Inc. Registration Statement on Form S-3 Filed July 11, 2025 File No. 333-288647 (the “Registration Statement”) Acceleration Request |
|
July 11, 2025 |
Certificate of Designations for the Series D Convertible Preferred Stock. Exhibit 3.1 Delaware The First State Page 1 5234611 8100 Authentication: 203892169 SR# 20253001491 Date: 06-09-25 You may verify this certificate online at corp.delaware.gov/authver.shtml I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “SYNAPTOGENIX, INC.”, FILED IN THIS OFFICE |
|
July 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) TAO Synergies Inc. |
|
July 11, 2025 |
As filed with the Securities and Exchange Commission on July 11, 2025 As filed with the Securities and Exchange Commission on July 11, 2025 Registration No. |
|
July 11, 2025 |
Form of Placement Agent Warrant. Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
|
July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
|
June 27, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNAPTOGENIX, INC. Synaptogenix, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of this corporation is Synaptogenix, Inc., and the date on which the Certificate of |
|
June 27, 2025 |
Exhibit 99.1 Synaptogenix Announces Name Change to TAO Synergies and New Ticker Symbol “TAOX” for Alignment with AI-Focused Crypto Treasury Strategy New trading symbol "TAOX" effective Tuesday, July 1, 2025, New name represents Company’s strategic focus on the synergies between cryptocurrency and AI NEW YORK, June 26, 2025 – TAO Synergies Inc. (the “Company”), formerly Synaptogenix, Inc. (NASDAQ: |
|
June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 TAO Synergies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of Incorporation) (Commission File N |
|
June 24, 2025 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
June 24, 2025 |
Exhibit 99.1 Synaptogenix Announces Initial TAO Acquisition under Crypto Treasury Strategy, Appoints BitGo as Custodian, and Commences Yield Generation Through Staking Strategic capital deployment into TAO advances Synaptogenix's blockchain treasury model, leveraging BitGo's custody, trading and staking capabilities to generate token-based yield NEW YORK, June 24, 2025 /PRNewswire/ - Synaptogenix |
|
June 9, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2025, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company has authorized a new series of convertible p |
|
June 9, 2025 |
Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2025, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of J |
|
June 9, 2025 |
Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION |
|
June 9, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
June 9, 2025 |
Form of Series C Certificate of Amendment Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series C Convertible Preferred Stock (the “Amendment”) is dated as of June 9, 2025. WHEREAS, the board of directors (the “Board”) of Synap |
|
June 9, 2025 |
Form of Series C Warrant Amendment Exhibit 10.4 Amendment This Amendment (this “Amendment”), dated as of June 9, 2025, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages attached hereto (the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securities Purchase Agreement, dated as of September 10, 2024 (the “Purch |
|
June 9, 2025 |
Consulting Services Agreement by and between the Company and Dr. Daniel L. Alkon, M.D. Exhibit 10.5 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), effective as of June 4, 2025 (the “Effective Date”), is made by and between Synaptogenix, Inc. (the “Company”) and Dr. Daniel L. Alkon, M.D. (the “Consultant”). 1. Services. (a) During the Engagement Period, as that term is defined in Section 2(a) of this Agreement, the Consultant will provide ser |
|
June 9, 2025 |
Exhibit 99.1 Synaptogenix Appoints Crypto Expert to Lead Digital Asset Treasury Strategy Focused Exclusively on Top-Valued AI Token Singular focus on Bittensor (TAO), the leading AI token by adoption and market capitalization James Altucher to lead TAO token strategy initiatives Planned initial acquisition of $10 million in TAO equates to over two times the Company’s current market capitalization; |
|
June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File Nu |
|
June 9, 2025 |
Form of Certificate of Designations of Series D Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. I, Joshua Silverman, hereby certify that I am the Executive Chairman of Synaptogenix, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board |
|
June 9, 2025 |
Exhibit 10.6 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as of June 8, 2025 (the “Effective Date”), by and between Synaptogenix, Inc. (the “Company”), Z-List Media, Inc. (the “Consultant”), and James Altucher (the “Service Provider”) (collectively, the Company, the Consultant, and the Service Provider, the “Parties” or individually a “Party” |
|
June 9, 2025 |
Exhibit 10.3 GP NURMENKARI INC 22 Elizabeth Street Norwalk, CT 06854 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC June 6, 2025 STRICTLY CONFIDENTIAL Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York, 10036 Ladies and Gentlemen: This letter (the “Agreement”) constitutes our understanding with respect to the engagement of GP Nurmenkari Inc (“GPN”), registered b |
|
May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SY |
|
March 27, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-249434 SYNAPT |
|
December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
December 20, 2024 |
Exhibit 99.1 Synaptogenix Board of Directors Forms Special Committee to Explore Value Creation Opportunities Utilizing Balance Sheet Strength $19.6 million in cash and cash equivalents as of September 30, 2024 Dramatically reduced cash burn rate expected NEW YORK – December 20, 2024 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the "Company"), an emerging biopharmaceutical co |
|
December 20, 2024 |
Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), effective as of January 1, 2025 (the “Effective Date”), is made by and between Synaptogenix, Inc. (the “Company”) and Dr. Daniel L. Alkon, M.D. (the “Consultant”). 1. Term. (a) Term. The term of this Agreement shall commence on the Effective Date and shall proceed monthly until either the |
|
December 20, 2024 |
Exhibit 10.1 December 16, 2024 Personal and Confidential Re: Amendment No. 4 to Offer Letter Dear Alan: This Amendment No. 4 to the Offer Letter (this “Amendment”) will serve to implement certain changes to your Offer Letter with Synaptogenix, Inc. (the “Company”), dated December 7, 2020, as amended August 4, 2022, June 16, 2023, and June 20, 2024 (the “Offer”). This Amendment is effective as of J |
|
December 6, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fil |
|
November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4045 |
|
November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
October 17, 2024 |
SYNAPTOGENIX, INC. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 SYNAPTOGENIX, INC. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 October 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill Re: Synaptogenix, Inc. Registration Statement on Form S-3 Filed October 10, 2024 File No. 333-282589 (the “Registration Statement”) Acceleration Reques |
|
October 10, 2024 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Synaptogenix, Inc. |
|
October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
|
October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
October 4, 2024 |
Exhibit 16.1 October 4, 2024 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 30, 2024, to be filed by our former client, Synaptogenix, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Ad |
|
September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
September 13, 2024 |
Exhibit 3.1 Execution Version CERTIFICATE OF DESIGNATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. I, Robert Weinstein, hereby certify that I am the Chief Financial Officer of Synaptogenix, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly c |
|
September 12, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-264325 Prospectus Supplement (To Prospectus dated April 27, 2022) 1,793 Shares of Series C Convertible Preferred Stock Up to 448,250 Shares of Common Stock Underlying the Series C Convertible Preferred Stock We are offering 1,793 shares of our Series C convertible preferred stock, $0.0001 par value per share (the “Registered Series C Shares”), |
|
September 11, 2024 |
Exhibit 10.3 GP NURMENKARI INC 22 Elizabeth Street Norwalk, CT 06854 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC September 10th, 2024 STRICTLY CONFIDENTIAL Synaptogenix, Inc., 1185 Avenue of the Americas, 3rd Floor New York, New York, 10036 Ladies and Gentlemen: This letter (the “Agreement”) constitutes our understanding with respect to the engagement of GP Nurmenkari Inc (“GPN”), reg |
|
September 11, 2024 |
Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION |
|
September 11, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. I, Robert Weinstein, hereby certify that I am the Chief Financial Officer of Synaptogenix, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the |
|
September 11, 2024 |
Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2024, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of Sep |
|
September 11, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2024, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company has authorized a new series of convert |
|
September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
September 11, 2024 |
Synaptogenix Announces $5.0 Million Financing Exhibit 99.1 Synaptogenix Announces $5.0 Million Financing NEW YORK – September 11, 2024 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) (“Synaptogenix” or the “Company”), an emerging biopharmaceutical company developing therapeutics for neurodegenerative disorders, today announced today announced that it has entered into securities purchase agreements for a $5.0 million financing with existing i |
|
September 9, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock (the “Amendment”) is dated as of September 3, 2024. WHEREAS, the board of directors (the “Board”) of |
|
September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SYN |
|
June 21, 2024 |
Exhibit 10.1 June 20, 2024 Personal and Confidential Re: Amendment No. 3 to Offer Letter Dear Alan: This Amendment No. 3 to the Offer Letter (this “Amendment”) will serve to implement certain changes to your Offer Letter with Synaptogenix, Inc. (the “Company”), dated December 7, 2020, as amended August 4, 2022 and June 16, 2023 (the “Offer”). This Amendment is effective as of June 7, 2024. Capital |
|
June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SY |
|
April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
April 4, 2024 |
Exhibit 99.1 Synaptogenix Announces Reverse Stock Split to Maintain Nasdaq Listing Common stock will begin trading on split-adjusted basis on April 5, 2024 NEW YORK – April 3, 2024 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the "Company"), an emerging biopharmaceutical company developing therapeutics for neurodegenerative disorders, today announced that it intends to effec |
|
April 4, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNAPTOGENIX, INC. Synaptogenix, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify, ONE: That, the name of the Corporation is Synaptogenix, Inc. an |
|
April 1, 2024 |
Synaptogenix, Inc. Insider Trading Policy. Exhibit 19.1 SYNAPTOGENIX, INC. INSIDER TRADING POLICY TABLE OF CONTENTS Page I. The Need for an Insider Trading Policy 2 II. What is Material Non-Public Information? 2 III. The Consequences of Insider Trading 4 IV. Our Policy 5 General Prohibition on Trading 5 Transactions by Family Members, Others in Your Household and Entities You Control 5 Other Companies’ Non-public Information 5 Personal or |
|
April 1, 2024 |
Synaptogenix, Inc. Clawback Policy. Exhibit 97.1 SYNAPTOGENIX, INC. CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of Synaptogenix, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ad |
|
April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-249434 SYNAPT |
|
February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Synaptogenix, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 87167T201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
December 21, 2023 |
Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan. Exhibit 10.1 AMENDMENT NO. 3 TO SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN In accordance with those certain resolutions adopted by the Board of Directors and stockholders of Synaptogenix, Inc., a Delaware corporation (the “Company”), the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows: 1. Section 3(a) of the Plan is hereby amended and restate |
|
December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4045 |
|
November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fil |
|
November 6, 2023 |
Exhibit 10.2 COLLABORATION AGREEMENT This Collaboration Agreement (“Agreement”) is effective as of the date of last signature below (“Effective Date”) and is by and between Synaptogenix, Inc., a Delaware corporation with its principal place of business at 1185 Avenue Of The Americas, 3rd Floor, New York, NY 10036, United States ("Synaptogenix"), and Cannasoul Analytics Ltd., a company duly incorpo |
|
November 6, 2023 |
Exhibit 10.1 Execution Copy SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made as of October 31, 2023, by and among Cannasoul Analytics Ltd., a company duly incorporated under the laws of the State of Israel, registration number 515782894, having its principal offices at 9 Tarshish Street, Caesarea, Israel (the “Company”), and the Investor set forth in Schedule A (th |
|
November 6, 2023 |
Exhibit 10.3 CANNASOUL ANALYTICS LTD. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 24th day of October 2023, by and among Cannasoul Analytics Ltd.., Reg. No. 515782894, a company incorporated under the laws of the State of Israel (the “Company”), the founders of the Company listed on Schedule A attached h |
|
November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
September 22, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock (the “Amendment”) is dated as of September 22, 2023. WHEREAS, the board of directors (the “Board”) of |
|
September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SYN |
|
July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
July 19, 2023 |
Exhibit 99.1 Synaptogenix and Cleveland Clinic to Submit Investigational New Drug (IND) Application to FDA for Clinical Trial of Bryostatin-1 in Multiple Sclerosis Study will evaluate drug’s potential neuro-restorative mechanism(s) of action for improving synaptic health and cognitive function in MS patients NEW YORK - July 19, 2023 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" |
|
June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
June 22, 2023 |
Exhibit 10.1 June 16, 2023 Personal and Confidential Re: Amendment No. 2 to Offer Letter Dear Alan: This Amendment No. 2 to the Offer Letter (this “Amendment”) will serve to implement certain changes to your Offer Letter with Synaptogenix Inc. (the “Company”), dated December 7, 2020, as amended August 4, 2022 (the “Offer”). This Amendment is effective as of June 7, 2023. Capitalized terms used but |
|
May 15, 2023 |
Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.1 SYNAPTOGENIX, INC. AMENDED AND RESTATED NONEMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors of Synaptogenix, Inc. (the “Company”) has approved the following Nonemployee Director Compensation Policy (this “Policy”) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board of Directors. The Policy establishes c |
|
May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SY |
|
May 15, 2023 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock (the “Amendment”) is dated as of May 11, 2023. WHEREAS, the board of directors (the “Board”) of Synap |
|
May 15, 2023 |
Exhibit 10.2 SYNAPTOGENIX, INC. FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of May 11, 2023, by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and certain investors party to that certain Securities Purchase Agreement, dated as of November 17, 2022 (each a “Buyer,” an |
|
April 28, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
|
March 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-249434 SYNAPT |
|
March 21, 2023 |
Exhibit 3.5 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock (the “Amendment”) is dated as of March 17, 2023. WHEREAS, the board of directors (the “Board”) of Syn |
|
March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
|
March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Synaptogenix, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 87167T201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
January 18, 2023 |
SNPX / Synaptogenix, Inc. / HAYWOOD GEORGE WEAVER - SC 13G/A Passive Investment SC 13G/A 1 tm233830d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* Synaptogenix, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 234652419 (CUSIP Number) Decemb |
|
January 9, 2023 |
DEF 14A 1 tm2233555d2def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
|
December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
December 28, 2022 |
Synaptogenix, Inc. 26,125,280 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268831 PROSPECTUS Synaptogenix, Inc. 26,125,280 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to an aggregate of 26,125,280 shares of our common stock, par value $0.0001 per share (the ?Common Stock?), issuable upon the conversion of shares of our newly designated Series B convertible |
|
December 28, 2022 |
Exhibit 3.1 Exhibit A AMENDMENT TO THE BYLAWS OF SYNAPTOGENIX, INC. This Amendment (this “Amendment”) to the Bylaws (the “Bylaws”) of Synaptogenix, Inc., a Delaware corporation (the “Company”), is effective as of December 27, 2022 and is made pursuant to Article SEVENTH of the Certificate of Incorporation of the Company. 1. Section 4 of Article I of the Bylaws is hereby amended by deleting Section |
|
December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
December 22, 2022 |
SYNAPTOGENIX, INC. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 CORRESP 1 filename1.htm SYNAPTOGENIX, INC. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 December 22, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Synaptogenix, Inc. Registration Statement on Form S-3 Filed December 16, 2022 File No. 333-268831 (the “Registration Sta |
|
December 16, 2022 |
As filed with the Securities and Exchange Commission on December 16, 2022 As filed with the Securities and Exchange Commission on December 16, 2022 Registration No. |
|
December 16, 2022 |
Exhibit 99.1 Synaptogenix Announces Topline Results from NIH-Sponsored Phase 2 Clinical Trial of Bryostatin-1 for Advanced Alzheimer’s Disease NEW YORK, December 16, 2022 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the "Company"), an emerging biopharmaceutical company developing regenerative therapeutics for neurodegenerative disorders, today announced topline data from its |
|
December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
December 16, 2022 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Synaptogenix, Inc. |
|
November 22, 2022 |
As filed with the Securities and Exchange Commission on November 22, 2022 As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
|
November 22, 2022 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. I, Robert Weinstein, hereby certify that I am the Chief Financial Officer of Synaptogenix, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the |
|
November 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Synaptogenix, Inc. |
|
November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
November 18, 2022 |
Exhibit 10.3 Katalyst Securities, LLC 655 Third Avenue, 18th Floor New York, NY 10017 212.400.6993 tel 212.247.1059 fax November 17, 2022 Robert Weinstein Chief Financial Officer Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 Re: Finder’s Fee and Indemnity Agreement Dear Robert: Whereas Synaptogenix, Inc. (collectively with its affiliates, the “Company”) desires to be |
|
November 18, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2022, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of Novembe |
|
November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
November 18, 2022 |
Form of Certificate of Designations Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF SYNAPTOGENIX, INC. I, Robert Weinstein, hereby certify that I am the Chief Financial Officer of Synaptogenix, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the |
|
November 18, 2022 |
Exhibit 99.1 Synaptogenix Announces $15 Million Private Placement with Existing Investors Topline data from NIH-supported Phase 2 clinical trial for advanced AD patients expected during the current quarter NEW YORK, November 18, 2022 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the "Company"), an emerging biopharmaceutical company developing regenerative therapeutics for neu |
|
November 18, 2022 |
Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION |
|
November 18, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2022, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and deliver |
|
November 10, 2022 |
Exhibit 31.2 CERTIFICATION OF ROBERT WEINSTEIN CHIEF FINANCIAL OFFICER OF SYNAPTOGENIX, INC. I, Robert Weinstein, Chief Financial Officer of Synaptogenix, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Synaptogenix, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th |
|
November 10, 2022 |
Exhibit 31.1 CERTIFICATION OF ALAN J. TUCHMAN, M.D. CHIEF EXECUTIVE OFFICER OF SYNAPTOGENIX, INC. I, Alan J. Tuchman, M.D., Chief Executive Officer of Synaptogenix, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Synaptogenix, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary |
|
November 10, 2022 |
Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Synaptogenix, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan J. Tuchman, M.D., Chief Executive Offic |
|
November 10, 2022 |
Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Synaptogenix, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Weinstein, Chief Financial Officer of |
|
November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
October 13, 2022 |
Amendment No. 2 to the Synaptogenix, Inc. 2020 Equity Incentive Plan Exhibit 10.1 AMENDMENT NO. 2 TO SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN In accordance with those certain resolutions adopted by the Board of Directors and stockholders of Synaptogenix, Inc., a Delaware corporation (the “Company”), the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows: 1. Section 3(a) of the Plan is hereby amended and restated in its enti |
|
October 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission Fil |
|
August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
August 16, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
August 16, 2022 |
Letter from Friedman LLP to the Securities and Exchange Commission, dated August 16, 2022 Exhibit 16.1 August 16, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated August 16, 2022 of Synaptogenix, Inc. and are in agreement with the statements contained in paragraphs 3 and 4 therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained |
|
August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
August 5, 2022 |
Exhibit 10.1 ? WORK ORDER ? PROTOCOL NUMBER: NTRP101-205 ? This Work Order is made and entered as of the 12th day of May, 2022 (the ?Effective Date?) by and between Synaptogenix, Inc. (?Sponsor?) and Worldwide Clinical Trials, Inc. (?Worldwide?). ? WHEREAS, Sponsor and Worldwide have entered into that certain Master Services Agreement effective February 7, 2022 (hereinafter referred to as the ?Agr |
|
August 5, 2022 |
Exhibit 10.2 August 4, 2022 ? Personal and Confidential ? Re: Amendment to Offer Letter ? Dear Alan: ? This amendment (this ?Amendment?) will serve to implement certain changes to your Offer Letter with Synaptogenix Inc. (the ?Company?), dated December 7, 2020 (the ?Agreement?). Capitalized terms used but not defined herein shall have the meaning attributed by the Agreement. ? 1. Term. Section 2 o |
|
May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
April 25, 2022 |
SYNAPTOGENIX, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 SYNAPTOGENIX, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 April 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Gama and Celeste Murphy Re: Synaptogenix, Inc. Registration Statement on Form S-3 Filed April 15, 2022 File No. 333-264325 (the ?Registration Statement?) Acceler |
|
April 15, 2022 |
EX-FILING FEES 6 tm226283d2ex107.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Synaptogenix, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate |
|
April 15, 2022 |
As filed with the Securities and Exchange Commission on April 15, 2022 As filed with the Securities and Exchange Commission on April 15, 2022 Registration No. |
|
April 15, 2022 |
Exhibit 4.6 SYNAPTOGENIX, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a) |
|
April 15, 2022 |
Form of Subordinated Indenture Exhibit 4.7 SYNAPTOGENIX, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5 |
|
March 29, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
|
February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Synaptogenix, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 234652419 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
February 10, 2022 |
SNPX / Synaptogenix, Inc. / HAYWOOD GEORGE WEAVER - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* Synaptogenix, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 234652419 (CUSIP Number) December 31, 2021 (Date of Event Which Requires |
|
January 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) SYNAPTOGENIX, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 234652419 (CUSIP Number) December 31, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuan |
|
November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
October 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40458 SYN |
|
August 13, 2021 |
As filed with the Securities and Exchange Commission on August 13, 2021 As filed with the Securities and Exchange Commission on August 13, 2021 Registration No. |
|
July 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
July 7, 2021 |
SYNAPTOGENIX, INC. 3,458,940 shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-257364 PROSPECTUS SYNAPTOGENIX, INC. 3,458,940 shares of Common Stock This prospectus relates to the proposed resale or other disposition from time to time of up to 3,458,940 shares of Synaptogenix, Inc. (the ?Company?) common stock, $0.0001 par value per share (the ?Common Stock?), as follows: (i) an aggregate of up to 1,587,030 shares of Comm |
|
July 7, 2021 |
SNPX / Synaptogenix, Inc. / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) SYNAPTOGENIX, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 234652419 (CUSIP Number) July 7, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to whi |
|
July 2, 2021 |
As filed with the Securities and Exchange Commission on July 2, 2021 As filed with the Securities and Exchange Commission on July 2, 2021 Registration No. |
|
July 2, 2021 |
Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 July 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: Synaptogenix, Inc. Registration Statement on Form S-1 File No. 333-257364 Request for Acceleration Dear Ms. Park: Pursuant to Rule 461 of Regulation C prom |
|
June 25, 2021 |
SNPX / Synaptogenix, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Synaptogenix, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 234652419 (CUSIP Number) June 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
|
June 24, 2021 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNAPTOGENIX, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Synaptogenix, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY: FIRST: That the name of the |
|
June 24, 2021 |
As filed with the Securities and Exchange Commission on June 24, 2021 As filed with the Securities and Exchange Commission on June 24, 2021 Registration No. |
|
June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
June 16, 2021 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
June 16, 2021 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (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 an |
|
June 16, 2021 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
June 16, 2021 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securi |
|
June 16, 2021 |
Synaptogenix Announces $12.5 Million Private Placement Exhibit 99.1 Synaptogenix Announces $12.5 Million Private Placement NEW YORK, June 14, 2021 /PRNewswire/ - Synaptogenix, Inc. (Nasdaq: SNPX), an emerging biopharmaceutical company focused on developing therapies for neurodegenerative diseases, today announced that it has executed securities purchase agreements to raise gross proceeds of approximately $12.5 million in a private placement financing |
|
June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40458 46-1585656 (State or other jurisdiction of incorporation) (Commission File N |
|
June 16, 2021 |
Exhibit 10.3 KATALYST SECURITIES LLC 655 THIRD AVENUE, 18TH FLOOR NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC June 14, 2021 STRICTLY CONFIDENTIAL Mr. Robert Weinstein CFO Synaptogenix, Inc. 1185 Avenue of the Americas 3rd Floor New York, NY 10036 Dear Mr. Weinstein: This letter (the ?Agreement?) constitutes our understanding with respect to the engagement of Katalys |
|
June 16, 2021 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
June 4, 2021 |
Form 8-A, filed with the SEC on June 4, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYNAPTOGENIX, INC. (Exact name of registrant as specified in its charter) Delaware 46-1585656 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1185 Avenue of the Americ |
|
May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-249434 SYNAPTOGENIX, INC. |
|
April 30, 2021 |
SYNAPTOGENIX, INC. BALANCE SHEETS Exhibit 99.1 SYNAPTOGENIX, INC. BALANCE SHEETS (Unaudited) As Filed Offering Pro forma as of December 31, Entries December 31, 2020 January 2021 2020 ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,795,055 $ 12,589,667 $ 18,384,722 Grant receivable 127,445 - 127,445 Prepaid expenses and other current assets 806,289 - 806,289 TOTAL CURRENT ASSETS 6,728,789 12,589,667 19,318,456 Fixed assets, ne |
|
April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) SYNAPTOGENIX, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 0001571934 (CUSIP Number) January 25, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant t |
|
April 30, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 333-249434 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
April 30, 2021 |
SYNAPTOGENIX, INC. 28,940,152 shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-252822 PROSPECTUS SYNAPTOGENIX, INC. 28,940,152 shares of Common Stock This prospectus relates to the proposed resale or other disposition from time to time of up to 28,940,152 shares of Synaptogenix, Inc., or the Company, common stock, $0.0001 par value per share (the ?Common Stock?), as follows: (i) an aggregate of up to 9,002,200 shares of C |
|
April 27, 2021 |
Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 Synaptogenix, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 April 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: Synaptogenix, Inc. Registration Statement on Form S-1 File No. 333-252822 Request for Acceleration Dear Mr. Gabor: Pursuant to Rule 461 of Regulation |
|
April 13, 2021 |
As filed with the Securities and Exchange Commission on April 13, 2021 Registration No. |
|
April 8, 2021 |
Exhibit 10.1 AMENDMENT TO THE SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN AMENDMENT TO SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN In accordance with those certain resolutions adopted by the Board of Directors and stockholders of Synaptogenix, Inc., a Delaware corporation (the ?Company?), the Synaptogenix, Inc. 2020 Equity Incentive Plan (the ?Plan?) is hereby amended as follows: 1. Section 3( |
|
April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 333-249434 46-1585656 (State or other jurisdiction of incorporation) (Commission File |
|
March 30, 2021 |
Exhibit 10.15 Statement of Work Agreement This Statement of Work Agreement (?SOW Agreement?) is made and entered into on November 12, 2015 by and between Neurotrope Bioscience, Inc. (?NTRP? or ?Neurotrope?) and Blanchette Rockefeller Neurosciences Institute (?BRNI?) (each, a ?Party? and collectively, the ?Parties?), and is effective as of November 1, 2015 (the ?SOW Agreement Effective Date?), purs |
|
March 30, 2021 |
Exhibit 10.12 Note: Certain portions of this document have been marked ?[c.i.]? to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately with the Securities and Exchange Commission. SERVICES AGREEMENT This Services Agreement (this ?Agreement?) is made and entered into as of August 31, 2015, (t |
|
March 30, 2021 |
Exhibit 10.10 EXECUTION VERSION AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICES AGREEMENT by and between NEUROTROPE BIOSCIENCE, INC., on the one hand, and BLANCHETTE ROCKEFELLER NEUROSCIENCES INSTITUTE and NRV II, LLC, on the other hand, dated February 4, 2015 Amended and Restated Technology License and Services Agreement This Amended and Restated Technology License and Services Agreement is |
|
March 30, 2021 |
Exhibit 10.8 SYNAPTOGENIX, INC. NONEMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors of Synaptogenix, Inc. (the ?Company?) has approved the following Nonemployee Director Compensation Policy (this ?Policy?) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company?s Board of Directors. The Policy establishes compensation to be pai |
|
March 30, 2021 |
Exhibit 10.17 FORM OF SECOND AMENDMENT TO THE AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT This Second Amendment to the Amended and Restated Technology License and Services Agreement, dated as of November 29, 2018 (?Execution Date?), is made by and between Neurotrope Bioscience, a Delaware corporation (?Neurotrope?), on the one hand, and Cognitive Research Enterprises Inc., a not-for-profit i |
|
March 30, 2021 |
Exhibit 10.14 November 12, 2015 By Electronic Mail and Facsimile Neurosciences Research Venures, Inc. 364 Patteson Drive, #279 Morgantown, WV 26505 Attention: William Singer Re: Neurotrope, Inc. ? PRIVILEGED AND CONFIDENTIAL Dear Mr. Singer: In consideration of entering into that certain Termination and Waiver Agreement, dated November 12, 2015, by and among Neurotrope, Inc. (the ?Company?), Neuro |
|
March 30, 2021 |
Exhibit 10.11 EXECUTION COPY Statement of Work and Account Satisfaction Agreement This Statement of Work and Account Satisfaction Agreement (?SOW Agreement?) is made and entered into on February 4, 2015 by and between Neurotrope Bioscience, Inc. (?NTRP? or ?Neurotrope?) and Blanchette Rockefeller Neurosciences Institute (?BRNI?) (each, a ?Party? and collectively, the ?Parties?), and is effective a |
|
March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-249434 SYNAPTOGENIX, INC. (Exac |
|
March 30, 2021 |
Exhibit 10.16 SERVICES AGREEMENT This Services Agreement (this ?Agreement?) is made and entered into as of May 4, 2018, (the ?Effective Date?), by and between Worldwide Clinical Trials, Inc., with offices at 3800 Paramount Parkway, Suite 400, 27560, Morrisville, NC, United States, (together with its Affiliates, ?Worldwide) and Neurotrope Bioscience Inc., with offices at 205 East 42nd Street, New Y |
|
March 30, 2021 |
Exhibit 10.9 Indemnification Agreement This Indemnification Agreement (this ?Agreement?) is made and entered into this [] day of [], 20[], by and between Synaptogenix, Inc., a Delaware corporation (the ?Company?), and [] (?Indemnitee?). Recitals Whereas, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance |
|
March 30, 2021 |
Exhibit 10.13 AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICE AGREEMENT This Amendment to Amended and Restated Technology License and Services Agreement (this ?Amendment?), dated as of November 12, 2015, is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (?Neurotrope?), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit in |
|
March 30, 2021 |
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (The ?Agreement?) is entered into and effective on October 1, 2013 (the ?Effective Date?) by and between Neurotrope, Inc., a Nevada Corporation (the ?Company?), and Robert Weinstein (?Executive?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment and Duties. Subject to th |
|
March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
|
March 1, 2021 |
PRE 14A 1 tm218203d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rul |
|
February 17, 2021 |
Rebuilding Connections, Restoring Lives Exhibit 99.1 Rebuilding Connections, Restoring Lives © Copyright 2021 Synaptogenix. All right reserved. 2 Executive Summary FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of histo |
|
February 17, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 333-249434 46-1585656 (State or other jurisdiction of incorporation) (Commission F |
|
February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Synaptogenix, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 0001571934 (CUSIP Number) December 31, 2020 (Date of Event Which Require |
|
February 8, 2021 |
Powers of Attorney (included on signature page to this Registration Statement). As filed with the Securities and Exchange Commission on February 8, 2021 Registration No. |
|
February 8, 2021 |
Exhibit 21.1 Synaptogenix, Inc. Subsidiaries None. |
|
January 22, 2021 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
January 22, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase A |
|
January 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 333-249434 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
January 22, 2021 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
January 22, 2021 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2021, between Synaptogenix, Inc., a Delaware corporation (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 conditions se |
|
January 22, 2021 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
January 22, 2021 |
Exhibit 10.3 KATALYST SECURITIES LLC 655 THIRD AVENUE, 18TH FLOOR NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC January 20, 2021 STRICTLY CONFIDENTIAL Mr. Robert Weinstein CFO Synaptogenix, Inc. 1185 Avenue of the Americas 3rd Floor New York, NY 10036 Dear Mr. Weinstein: This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Kata |
|
January 22, 2021 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
January 22, 2021 |
Exhibit 10.4 GP NURMENKARI INC. 22 ELIZABETH STREET SONO SQUARE, SUITE 1J NORWALK, CT. 06854 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENT January 21, 2021 Robert Weinstein 1185 Avenue of the Americas New York, NY 10036 Re: Synaptogenix, Inc. Dear Mr. Weinstein: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which GP Nurmenkari Inc. (“GPN”), a registere |
|
January 22, 2021 |
Synaptogenix Announces $14.0 Million Private Placement Exhibit 99.1 Synaptogenix Announces $14.0 Million Private Placement · Fully Funds Phase 2 Alzheimer’s Disease Trial Being Conducted in Partnership with The National Institutes of Health · Provides Pathway for Strategic Partnerships on Other Indications NEW YORK, January 21, 2021 /PRNewswire/ - Synaptogenix, Inc. (the “Company” or Synaptogenix) (OTCQX: SNPX), formerly Neurotrope Bioscience, Inc., a |
|
January 19, 2021 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A PREFERRED STOCK of SYNAPTOGENIX, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Synaptogenix, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that on January 13, 2021, the Board of Directors of the Corporation (the “Board of Directo |
|
January 19, 2021 |
Exhibit 4.1 EXECUTION VERSION RIGHTS AGREEMENT Dated as of January 19, 2021 between SYNAPTOGENIX, INC. and PHILADELPHIA STOCK TRANSFER, INC. as Rights Agent TABLE OF CONTENTS Page 1. Definitions 1 2. Appointment of Rights Agent 7 3. Issue of Right Certificates 7 4. Form of Right Certificates 9 5. Countersignature and Registration 9 6. Transfer, Split-up, Combination and Exchange of Right Certifica |
|
January 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 333-249434 46-1585656 (State or other jurisdiction of incorporation) (Commission Fi |
|
December 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-249434 SYNAPTOGENIX, I |
|
December 16, 2020 |
Transcript of Synaptogenix, Inc. Investor Update December 14, 2020 Exhibit 99.1 Transcript of Synaptogenix, Inc. Investor Update December 14, 2020 Participants Joshua Silverman - Chairman of the Board of Directors Alan Tuchman - Chief Executive Officer & Chief Medical Officer Daniel Alkon - President & Chief Science Officer Presentation Joshua Silverman - Chairman of the Board of Directors Good afternoon and thank you for joining the Synaptogenix, Inc. Conference |
|
December 16, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 (December 15, 2020) Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-249434 (Commi |
|
December 10, 2020 |
Exhibit 10.3 SEPARATION AGREEMENT This SEPARATION AGREEMENT (the ?Agreement?) is effective as of the Effective Date (as defined in this Agreement) and is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (the ?Company?), and Charles Ryan (?Executive?). WHEREAS, the Company has employed Executive pursuant to the terms of an Employment Agreement dated December 14, 2017 (the ?Em |
|
December 10, 2020 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEUROTROPE BIOSCIENCE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Neurotrope Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: The Certificate of Incorporation of the Corporation was file |
|
December 10, 2020 |
SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Synaptogenix, Inc. 2020 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term Administrator means |
|
December 10, 2020 |
Exhibit 3.2 SYNAPTOGENIX, INC. BYLAWS Table of Contents Page(s) ARTICLE I STOCKHOLDERS 1 Section 1. Annual Meeting 1 Section 2. Special Meetings 1 Section 3. Notice of Meetings 1 Section 4. Quorum 1 Section 5. Organization 2 Section 6. Conduct of Business 2 Section 7. Proxies and Voting 2 Section 8. Action without Meeting 2 Section 9. Stock List 3 ARTICLE II BOARD OF DIRECTORS 3 Section 1. Number, |
|
December 10, 2020 |
Exhibit 10.4 December 7, 2020 Dr. Alan J. Tuchman 18 Sycamore Road Mahopac, NY 10541 Dear Alan: Synaptogenix Inc. (the “Company”), is pleased to present this offer (the “Offer”) of employment with the Company on the terms described below. It is anticipated that you will commence your employment with the Company on December 7, 2020 (such actual date of the start of your employment, the “Start Date” |
|
December 10, 2020 |
Exhibit 10.2 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this ?Agreement?), dated as of December 6, 2020, by and between Neurotrope Inc., a Nevada corporation (?Neurotrope?), and Neurotrope Bioscience, Inc., a Delaware corporation (?SpinCo? and, together with Neurotrope, the ?Parties?) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement |
|
December 10, 2020 |
Exhibit 10.1 SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of December 6, 2020 TABLE OF CONTENTS Page ARTICLE I Definitions 2 ARTICLE II The Separation 12 SECTION 2.01 Transfer of Assets and Assumption of Liabilities 12 SECTION 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 13 SECTION 2.03 Termination of Agreements |
|
December 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2020 (December 6, 2020) Synaptogenix, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-249434 (Commis |
|
December 10, 2020 |
Exhibit 10.6 Option No. SYNAPTOGENIX, INC. Form of Stock Option Grant Notice Stock Option Grant under the Company?s 2020 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Start Date: 8. Vesting Schedule: T |
|
December 10, 2020 |
Exhibit 99.1 Neurotrope, Inc. Completes Independent Spin-off of Neurotrope Bioscience, Inc. and is Renamed Synaptogenix, Inc. - Synaptogenix, Inc. trading under new symbol "SNPX" - Progress with Lead Bryostatin Program Focused on First-in-Class Regeneration Therapeutics to Treat Neurodegeneration in Phase 2 Alzheimer's disease Trial - Pursuing Additional NIH Grants and Partnerships with Leading Ac |
|
November 20, 2020 |
NEUROTROPE BIOSCIENCE, INC. PROSPECTUS SUPPLEMENT To the Prospectus dated November 9, 2020 Filed pursuant to Rule 424(b)(3) Registration No. 333-249434 NEUROTROPE BIOSCIENCE, INC. PROSPECTUS SUPPLEMENT To the Prospectus dated November 9, 2020 This Prospectus Supplement dated November 20, 2020 (“Prospectus Supplement”) is supplemental to, and must be read in conjunction with the Prospectus dated November 9, 2020, prepared by Neurotrope Bioscience, Inc. Terms defined in the Prospectus, un |
|
November 12, 2020 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(1) Registration No. 333-249434 PROSPECTUS NEUROTROPE BIOSCIENCE, INC. 8,969,340 shares of Common Stock (par value $0.0001) and Warrants to purchase 3,911,326 shares of Common Stock This prospectus (the “Prospectus”) is being furnished to you as a securityholder in Neurotrope. Inc., a Nevada corporation (“Neurotrope”), in connection with the planned |
|
November 6, 2020 |
CORRESP 1 filename1.htm November 6, 2020 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: David Gessert Re: Neurotrope Bioscience, Inc. Registration Statement on Form S-1 File No. 333-249434 Acceleration Request Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchan |
|
November 5, 2020 |
666 Third Avenue New York, NY 10017 212 935 3000 mintz.com November 5, 2020 VIA EDGAR & OVERNIGHT MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert, Office of Life Sciences Re: Neurotrope Bioscience, Inc. Registration Statement on Form S-1 Filed October 9, 2020 File No. 333-249434 (the ?Registration Statement? |
|
November 5, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 5, 2020 Registration No. |
|
October 30, 2020 |
Registrant’s Code of Business Conduct and Ethics. Exhibit 14.1 Neurotrope Bioscience, Inc. corporate CODE OF CONDUCT and ethics AND WHISTLEBLOWER POLICY Effective [ ], 2020 INTRODUCTION Neurotrope Bioscience, Inc. (“we” or the “Company”) has adopted this Corporate Code of Conduct and Ethics and Whistleblower Policy (the “Code”) to provide our associates, as defined below, with a clear understanding of the principles of business conduct and ethics |
|
October 30, 2020 |
Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEUROTROPE BIOSCIENCE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Neurotrope Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of the Corporation |
|
October 30, 2020 |
Form of Second Amended and Restated Bylaws (to be in effect upon completion of the Distribution). Exhibit 3.4 NEUROTROPE BIOSCIENCE, INC. BYLAWS 1 Table of Contents Page(s) ARTICLE I STOCKHOLDERS 1 Section 1. Annual Meeting 1 Section 2. Special Meetings 1 Section 3. Notice of Meetings 1 Section 4. Quorum 1 Section 5. Organization 2 Section 6. Conduct of Business 2 Section 7. Proxies and Voting 2 Section 8. Action without Meeting 2 Section 9. Stock List 3 ARTICLE II BOARD OF DIRECTORS 3 Section |
|
October 30, 2020 |
Form of Stock Option Agreement under 2020 Equity Incentive Plan. Exhibit 10.2 Option No. NEUROTROPE BIOSCIENCE, INC. Form of Stock Option Grant Notice Stock Option Grant under the Company’s 2020 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Start Date: 8. Vesting Sc |
|
October 30, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 29, 2020 Registration No. |
|
October 30, 2020 |
Form of Common Stock Certificate of the Registrant Exhibit 4.5 |
|
October 30, 2020 |
Form of 2020 Equity Incentive Plan. Exhibit 10.1 NEUROTROPE BIOSCIENCE, INC. 2020 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Neurotrope Bioscience, Inc. 2020 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which cas |
|
October 30, 2020 |
Exhibit 10.5 SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of , 2020 TABLE OF CONTENTS Page ARTICLE I Definitions 2 ARTICLE II The Separation 12 SECTION 2.01 Transfer of Assets and Assumption of Liabilities 12 SECTION 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 14 SECTION 2.03 Termination of Agreements 14 SECTIO |
|
October 30, 2020 |
Form of Tax Matters Agreement by and between Neurotrope, Inc. and Neurotrope Bioscience, Inc. Exhibit 10.6 This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein shall |