SNPX / TAO Synergies Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

TAO Synergies Inc.
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Statistiche di base
CIK 1571934
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TAO Synergies Inc.
SEC Filings (Chronological Order)
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August 29, 2025 EX-99.1

Joseph Jacks to support Company's TAO pure-play treasury initiatives TAO treasury strategy anchored at intersection of decentralized AI and cryptocurrencies

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 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): August 26, 2025 TAO Synergies Inc

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 EX-4.6

First Amendment to 2025 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

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 EX-FILING FEES

Filing Fee Table

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 EX-4.7

First Amendment to 2024 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

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 EX-FILING FEES

Filing Fee Table

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 EX-4.4

Second Amendment to Series C Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

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 EX-3.3

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 EX-4.4

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 EX-4.3

Form of Senior Indenture

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 S-8

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 EX-10.7

Executive Compensation Agreement, effective as of July 1, 2025, by and between the Company and Josh Silverman.

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 EX-4.5

First Amendment to Series D Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

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 S-3

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 10-Q

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 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): August 6, 2025 TAO Synergies Inc.

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 EX-10.1

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 EX-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 decen

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 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): August 6, 2025 TAO Synergies Inc.

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 DEFA14A

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)

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 EX-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

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 8-K

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 CORRESP

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 EX-3.1

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 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) TAO Synergies Inc.

July 11, 2025 S-3

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 EX-4.3

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 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

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 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on 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 EX-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 sy

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 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 (Amendment No. )

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 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): June 26, 2025 TAO Synergies Inc.

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 8-K

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 EX-99.1

Strategic capital deployment into TAO advances Synaptogenix's blockchain treasury model, leveraging BitGo's custody, trading and staking capabilities to generate token-based yield

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 EX-10.1

Securities Purchase Agreement, dated June 9, 2025 by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on 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 EX-10.2

Registration Rights Agreement, dated June 9, 2025, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on 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 EX-4.1

Form of Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on 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 EX-4.2

Form of Consultant Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on 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 EX-3.2

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 EX-10.4

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 EX-10.5

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 EX-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 stra

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 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): June 4, 2025 Synaptogenix, Inc. (

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 EX-3.1

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 EX-10.6

Consulting Services Agreement by and between the Company, James Altucher and Z-List Media, Inc. (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on 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 EX-10.3

Engagement Letter, dated June 9, 2025 by and between Synaptogenix, Inc. and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on 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 10-Q

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 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 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, 2024 Synaptogenix, I

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 EX-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

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 EX-10.2

Consulting Agreement, dated December 16, 2024, by and between the Company and Dr. Daniel L. Alkon, M.D.

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 EX-10.1

Amendment to the offer letter, dated December 16, 2024, by and between the Company and Alan J. Tuchman, M.D.

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 8-K

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 DEFA14A

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. )

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 10-Q

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 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. )

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 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 (Amendment No. )

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 CORRESP

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

Filing Fee Table.

EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Synaptogenix, Inc.

October 10, 2024 S-3

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 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): September 30, 2024 Synaptogenix,

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 EX-16.1

Letter from Morison Cogen LLP addressed to the Securities and Exchange Commission dated 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 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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 EX-3.1

Certificate of Designations

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 424B5

1,793 Shares of Series C Convertible Preferred Stock Up to 448,250 Shares of Common Stock Underlying the Series C Convertible Preferred Stock

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 EX-10.3

Engagement Letter, dated September 10, 2024 by and between Synaptogenix, Inc. and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on 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 EX-4.1

Form of Warrant

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 EX-3.1

Certificate of Designations (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on 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 EX-10.2

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 EX-10.1

Form of Purchase Agreement

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 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 EX-99.1

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 EX-3.1

Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc.

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 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): 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 10-Q

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 EX-10.1

Third Amendment to Offer Letter, dated as of June 20, 2024, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on 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 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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 10-Q

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 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): April 4, 2024 Synaptogenix, Inc.

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 EX-99.1

Synaptogenix Announces Reverse Stock Split to Maintain Nasdaq Listing Common stock will begin trading on split-adjusted basis on April 5, 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 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Synaptogenix, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on 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 EX-19.1

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 EX-97.1

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 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 SC 13G/A

SNPX / Synaptogenix, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 3 TO 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. 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 EX-10.1

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 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 20, 2023 Synaptogenix, I

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 10-Q

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 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. )

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 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): October 31, 2023 Synaptogenix, In

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 EX-10.2

Collaboration Agreement, dated October 31, 2023, by and between Synaptogenix, Inc. and Cannasoul Analytics Ltd.

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 EX-10.1

Share Purchase Agreement, dated October 31, 2023, by and between Synaptogenix, Inc. and Cannasoul Analytics Ltd.

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 EX-10.3

Investor Rights Agreement, dated October 31, 2023, by and between Synaptogenix, Inc., Cannasoul Analytics Ltd. and other investors party thereto.

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 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 (Amendment No. )

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 EX-3.1

Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc.

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 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): September 22, 2023 Synaptogenix,

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 10-Q

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 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): July 19, 2023 Synaptogenix, Inc.

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 EX-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 synapti

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 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): June 16, 2023 Synaptogenix, Inc.

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 EX-10.1

Amendment to the offer letter, dated June 16, 2023, by and between the Company and Alan J. Tuchman, M.D.

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 EX-10.1

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 10-Q

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 EX-3.2

Second Amendment to Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc.

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 EX-10.2

First Amendment to the Securities Purchase Agreement dated as of May 11, 2023 by and among Synaptogenix, Inc. and certain investors party thereto

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 8-K

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 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): April 14, 2023 Synaptogenix, Inc.

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 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. 1)

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 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 EX-3.5

Amendment to Certificate Of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc.

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 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 (Amendment No. 1)

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 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): March 7, 2023 Synaptogenix, Inc.

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 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): February 16, 2023 Synaptogenix, I

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 SC 13G/A

SNPX / Synaptogenix, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO 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. 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 SC 13G/A

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

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. )

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 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 27, 2022 Synaptogenix, I

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 424B3

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 EX-3.1

Amendment to the Bylaws of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 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 (Amendment No. )

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 CORRESP

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 S-3

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 EX-99.1

Synaptogenix Announces Topline Results from NIH-Sponsored Phase 2 Clinical Trial of Bryostatin-1 for Advanced Alzheimer’s Disease

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 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, 2022 Synaptogenix, I

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

Filing Fee Table.

EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Synaptogenix, Inc.

November 22, 2022 S-8

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 EX-3.1

Certificate Of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Synaptogenix, Inc.

November 22, 2022 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): November 21, 2022 Synaptogenix, I

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 EX-10.3

Engagement Letter, dated November 17, 2022, by and between Synaptogenix, Inc. and Katalyst Securities LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on 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 EX-10.2

Registration Rights Agreement, dated November 17, 2022, by and among Synaptogenix, Inc. and the buyers named therein (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 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): November 17, 2022 Synaptogenix, I

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 EX-3.1

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 EX-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

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 EX-4.1

Form of Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-10.1

Securities Purchase Agreement, dated November 17, 2022, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-31._2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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 EX-31._1

Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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 EX-32._1

Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 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 EX-32._2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 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 10-Q

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 EX-10.1

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 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): October 11, 2022 Synaptogenix, In

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 DEFA14A

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. )

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 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. )

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 8-K

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 EX-16.1

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 10-Q

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 EX-10.1

Master Services Agreement, between Synaptogenix, Inc. and Worldwide Clinical Trials, Inc., dated as of February 7, 2022 and Work Order, dated May 12, 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 EX-10.2

Amendment to the offer letter, dated August 4, 2022, by and between the Company and Alan J. Tuchman, M.D.

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 10-Q

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 CORRESP

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

Filing Fee Table

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 S-3

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 EX-4.6

Form of Senior Indenture

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 EX-4.7

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 10-K

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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 11, 2022 SC 13G/A

SNPX / Synaptogenix, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO 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. 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 SC 13G/A

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 SC 13G/A

SNPX / Synaptogenix, Inc. / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

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 10-Q

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 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 10-Q

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 S-8

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 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 424B3

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 SC 13G

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 S-1/A

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 CORRESP

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 SC 13G

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 EX-3.3

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Synaptogenix, Inc., dated as of May 17, 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 S-1

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 8-K

Other Events

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 EX-4.1

Form of Series G Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.1

Securities Purchase Agreement, dated June 14, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on 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 EX-4.2

Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.2

Registration Rights Agreement, dated June 14, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on 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 EX-99.1

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 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 EX-10.3

Engagement Letter, dated June 14, 2021, by and between Synaptogenix, Inc. and Katalyst Securities LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on 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 EX-4.3

Form of Broker Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 8-A12B

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 10-Q

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 EX-99.1

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 SC 13G

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) (CUS

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 8-K

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 424B3

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 CORRESP

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 S-1/A

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 13, 2021 Registration No.

April 8, 2021 EX-10.1

Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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 EX-10.15

Statement of Work Agreement between Neurotrope BioScience, Inc. and Blanchette Rockefeller Neurosciences Institute, dated November 12, 2015 (incorporated by reference from Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.12

Services Agreement between Neurotrope BioScience, Inc. and Worldwide Clinical Trials, Inc., dated October 9, 2015 (incorporated by reference from Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.10

Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, made as of February 4, 2015 (incorporated by reference from Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.8

Nonemployee Director Compensation Policy (incorporated by reference from Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.17

Second Amendment to the Amended and Restated Technology License by and between Neurotrope BioScience, Inc. and Cognitive Research Enterprises, Inc., dated November 29, 2018 (incorporated by reference from Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.14

Letter Agreement between the Neurotrope, Inc. and Neurosciences Research Ventures, Inc. regarding NRV Director Nominees, dated November 12, 2015 (assumed by Synaptogenix, Inc. on December 7, 2020) (incorporated by reference from Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.11

Statement of Work Agreement dated February 4, 2015, and effective as of October 1, 2014, between Neurotrope Bioscience, Inc. and BRNI (incorporated by reference from Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 10-K

Annual Report - FORM 10-K

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 EX-10.16

Services Agreement by and between Neurotrope, Inc. and Worldwide Clinical Trials, Inc., dated as of May 4, 2018 (assumed by Synaptogenix, Inc. on December 7, 2020) (incorporated by reference from Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.9

Form of Director Indemnification Agreement (incorporated by reference from Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.13

Amendment to Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, dated November 12, 2015 (incorporated by reference from Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 EX-10.7

Employment Agreement, dated as of October 1, 2013, between Neurotrope, Inc., and Robert Weinstein (assumed by Synaptogenix, Inc. on December 7, 2020) (incorporated by reference from Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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 DEF 14A

- 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 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

- PRE 14A

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 EX-99.1

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 8-K

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 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. 2)* Synaptogenix, Inc. (N

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 S-1

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 EX-21.1

Subsidiaries of the Company (incorporated by reference from Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

Exhibit 21.1 Synaptogenix, Inc. Subsidiaries None.

January 22, 2021 EX-4.2

Form of Series F Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.2

Registration Rights Agreement, dated January 21, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on 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 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 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): 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 EX-4.1

Form of Series E Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.1

Securities Purchase Agreement, dated January 21, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on 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 EX-4.4

Form of Placement Agent Warrant (incorporated by reference from Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.3

Engagement Letter, dated January 20, 2021, by and between Synaptogenix, Inc. and Katalyst Securities LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on 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 EX-4.3

Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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 EX-10.4

Placement Agency Agreement, dated January 21, 2021, by and between Synaptogenix, Inc., and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on 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 EX-99.1

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 EX-3.1

Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Synaptogenix, Inc., as filed with the Secretary of State of the State of Delaware on 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 EX-4.1

Rights Agreement, dated as of January 19, 2021, between Synaptogenix, Inc. and Philadelphia Stock Transfer, Inc., as rights agent.

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 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, 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): 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 10-Q

Quarterly Report - 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 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 EX-99.1

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 8-K

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 EX-10.3

Separation Agreement, dated as of December 7, 2020, by and between Charles S. Ryan, Ph.D. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-3.1

Amended and Restated Certificate of Incorporation of Synaptogenix, Inc., dated as of December 7, 2020 (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-10.5

2020 Equity Incentive Plan of Synaptogenix, Inc. (incorporated by reference from Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-3.2

Bylaws of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-10.4

Offer Letter, dated as of December 7, 2020, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-10.2

Tax Matter Agreement, dated as of December 6, 2020, by and between Neurotrope, Inc. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-10.1

Separation and Distribution Agreement, dated as of December 6, 2020, by and between Neurotrope, Inc. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 EX-10.6

Form of Stock Option Agreement under 2020 Equity Incentive Plan of Synaptogenix, Inc. (incorporated by reference from Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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 EX-99.1

Neurotrope, Inc. Completes Independent Spin-off of Neurotrope Bioscience, Inc. and is Renamed Synaptogenix, Inc.

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 424B3

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 424B1

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

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

[Signature page follows]

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 CORRESP

* * *

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 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 5, 2020 Registration No.

October 30, 2020 EX-14.1

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 EX-3.2

Form of Second Amended and Restated Certificate of Incorporation of Neurotrope Bioscience, Inc. (to be in effect upon completion of the Distribution).

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 EX-3.4

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 EX-10.2

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 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 29, 2020 Registration No.

October 30, 2020 EX-4.5

Form of Common Stock Certificate of the Registrant

Exhibit 4.5

October 30, 2020 EX-10.1

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 EX-10.5

Form of Separation and Distribution Agreement by and between Neurotrope, Inc. and Neurotrope Bioscience, Inc.

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 EX-10.6

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

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