Synaptogenix Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2025, Synaptogenix, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors in a private placement (the “Private Placement”) (i) an aggregate of 5,500 shares of the Company’s newly designated Series D convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the “Preferred Stock”), initially convertible into up to 1,833,333 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an initial conversion price of $3.00 and (ii) warrants to purchase up to an aggregate of 1,833,333 shares of Common Stock (the “Warrants”). The shares of Common Stock issuable upon conversion of the Preferred Stock are referred to as the “Conversion Shares”.
The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Stock and the Warrants are being offered without any general solicitation by the Company or its representatives.
The closing of the Private Placement is expected to occur on June 10, 2025, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Private Placement are expected to be $5.5 million. The Company expects to use the net proceeds from the Private Placement for general corporate purposes and working capital, including the acquisition of Bittensor TAO as a treasury reserve asset. In connection with the Altucher Consulting Agreement described below, the Company announced the launch of a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, Bittensor TAO, which is currently the leading AI token by market capitalization and adoption. The Company intends to acquire $10 million of Bittensor TAO tokens initially as soon as practical after the date hereof.
The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.
GP Nurmenkari Inc. is acting as the placement agent for the Private Placement (the “Placement Agent”).
In connection with the Private Placement, pursuant to an Engagement Letter (the “Engagement Letter”) between the Company and the Placement Agent, the Company has agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds from any sale of securities in the Private Placement and (ii) warrants to purchase shares of Common Stock equal to 3.0% of the number of shares of common stock that the Preferred Stock are initially convertible into, with an exercise price of $3.00 per share and a five-year term.
Preferred Stock
The terms of the Preferred Stock are as set forth in the form of Certificate of Designations, attached as Exhibit 3.2 to this Current Report on Form 8-K (the “Certificate of Designations”), which will be filed with the Secretary of State for the State of Delaware prior to the closing of the Private Placement. The Preferred Stock will be convertible into Conversion Shares at the election of the holder at any time at an initial conversion price of $3.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Preferred Stock in equal quarterly installments, commencing on September 30, 2025. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Certificate of Designations).
The holders of the Preferred Stock will be entitled to dividends of 5% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Stock will accrue dividends at the rate of 15% per annum. The holders of Preferred Stock are entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Preferred Share equal to the stated value of such Preferred Share divided by the then applicable Conversion Price; provided, however that in no event shall the then applicable Conversion Price be less than the “Minimum Price” (as defined in Nasdaq Listing Rule 5635) on the date immediately prior to the date of the Purchase Agreement.
Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.99% of the Company’s outstanding shares of Common Stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company has agreed to seek stockholder approval of these matters at a meeting to be held no later than September 1, 2025. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Certificate of Designations or Warrants.
The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Preferred Stock when due. In connection with a Triggering Event, each holder of Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Preferred Stock at a premium set forth in the Certificate of Designations.
The Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.
There is no established public trading market for the Preferred Stock and the Company does not intend to list the Preferred Stock on any national securities exchange or nationally recognized trading system.
Warrants
The Warrants are exercisable immediately at an exercise price of $3.00 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). There is no established public trading market for the Warrants and the Company does not intend to list the Warrants on any national securities exchange or nationally recognized trading system.
Registration Rights
The Preferred Stock, the Warrants, the Conversion Shares and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have not been registered under the Securities Act. In connection with the Purchase Agreement, on June 9, 2025, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will be required to file a resale registration statement (the “Registration Statement”) with the SEC to register for resale 200% of the Conversion Shares and 200% of the Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the effective date of the Registration Rights Agreement, and to have such Registration Statement declared effective by the Effectiveness Date (as defined in the Registration Rights Agreement). The Company will be obligated to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Registration Rights Agreement.
Amendment to Series C Preferred Certificate of Designations
In connection with the entry into the Purchase Agreement, on June 9, 2025, the Company filed a certificate of amendment (the “Series C Certificate of Amendment”) to the Company’s Series C Preferred Certificate of Designations that was previously filed with the Secretary of State for the State of Delaware on September 12, 2024 (the “Series C Certificate of Designations”) pursuant to which, among other things, the Company and the investors in the Series C Preferred Stock (the “Series C Investors”) agreed to eliminate the right of the Series C Investors to require the Company to redeem their shares of Series C Preferred Stock in certain circumstances. Additionally, the Series C Certificate of Amendment amends the definition of Change of Control Redemption Premium related to the volatility input which is now an expected volatility equal to the 100 day volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the public announcement of the applicable contemplated Change of Control (as defined in the Series C Certificate of Designation).
Amendment to 2024 Series C Preferred Warrant
In connection with the entry into the Purchase Agreement, on June 9, 2025, the Company entered into an amendment (the “Series C Warrant Amendment”) to that certain Series C Preferred warrant dated as of September 10, 2024 (the “Original Series C Warrant”) by and between the Company, and the Original Series C Warrant holders to amend certain provisions as follows: (i) the Black Scholes Consideration Value and Black Scholes Value calculation inputs were changed from an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the date of issuance, to an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the date of issuance and (ii) modifies the Black Scholes Value calculation used for the Series C Warrant holders rights to cash out in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company’s board of directors or involves no consideration to the Original Series C Warrant holders.
The foregoing descriptions of the Purchase Agreement, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Engagement Letter, the Series C Certificate of Amendment and the Series C Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Engagement Letter, the Series C Certificate of Amendment and the Series C Warrant Amendment, forms of which are filed as Exhibits 10.1, 4.1, 3.1, 3.2 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Consulting Agreement with James Altucher and Z-List Media
On June 8, 2025, the Company entered into a consulting agreement (the “Altucher Consulting Agreement”) with James Altucher and Z-List Media, Inc. (the “Consultant”), pursuant to which the Consultant will assist the Company with, among other things, crypto portfolio management; investor relations; strategic planning; deal flow analysis and advice related to sector growth initiatives. The Altucher Consulting Agreement has a term of one- year.
In connection with the entry into the Altucher Consulting Agreement, the Company issued to the Consultant warrants to purchase up to an aggregate of 1,200,000 shares of Common Stock, consisting of: (i) a warrant to purchase up to 400,000 shares of Common Stock at an exercise price of $4.00 per share (the “First Tranche Warrant”), (ii) a warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $6.00 per share (the “Second Tranche Warrant”), (iii) a warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $8.00 per share (the “Third Tranche Warrant”) and (iv) a warrant to purchase up to 400,000 shares of Common Stock at exercise price of $12.00 per share (the “Fourth Tranche Warrant” and together the First Tranche Warrant, the Second Tranche Warrant and the Third Tranche Warrant, the “Consultant Warrants”) with each warrant subject to exercisability, forfeiture and such other terms as set forth therein. The shares of Common Stock issuable upon exercise of the Consultant Warrants are referred to herein as the “Consultant Warrant Shares”.
Pursuant to the First Tranche Warrant: (i) 200,000 Consultant Warrant Shares are immediately exercisable upon issuance and (ii) the remaining 200,000 Consultant Warrant Shares will be exercisable upon the retention of a mutually agreeable treasury manager. Pursuant to the Second Tranche Warrant, the Consultant Warrant Shares will be exercisable on the 3-month anniversary of the date of issuance. Pursuant to the Third Tranche Warrant, the Consultant Warrant Shares will be exercisable on the 6-month anniversary of the date of issuance. Pursuant to the Fourth Tranche Warrant, the Consultant Warrant Shares will be exercisable on the one-year anniversary of the date of issuance. Each of the Consultant Warrants expire five years from the date of issuance.
The foregoing descriptions of the Altucher Consulting Agreement and the Consultant Warrants do not purport to be complete and are qualified in their entirety by reference to the full texts of the Altucher Consulting Agreement and Form of Consultant Warrant, copies of which are filed as Exhibits 10.6 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The matters described in Section 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference. In connection with the issuance of the Preferred Stock and the Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering.
This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The matters described in Section 1.01 of this Current Report on Form 8-K related to the Certificate of Designations under the title “Preferred Stock” are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Daniel L. Alkon, M.D.
On June 4, 2025, Dr. Daniel L. Alkon resigned as an officer, director and Chief Science Officer of the Company to become a consultant working with the Company’s newly established Bryostatin Development Committee (the “Committee”), consisting of Mr. William Singer and Mr. Joshua Silverman. Dr. Alkon will serve as director of the Bryostatin Platform Development Program and will work with the Committee to find and evaluate opportunities for continued development of the Company’s Bryostatin assets. On June 4, 2025, Dr. Alkon entered into a consulting agreement with the Company (the “Alkon Consulting Agreement”).
In connection with his resignation, and pursuant to the Alkon Consulting Agreement, the Company and Dr. Alkon agreed to reduce Dr. Alkon’s base monthly salary to $12,500 per month. Additionally, pursuant to the Alkon Consulting Agreement, Dr. Alkon will also receive incentive fees if the Company enters into certain transactions relating to the Bryostatin assets. The Alkon Consulting Agreement has a term of one-year.
Dr. Alkon’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.
The foregoing description of the Alkon Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Alkon Consulting Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Resignation of Dr. Alan J. Tuchman, M.D.
On June 8, 2025, Dr. Alan J. Tuchman resigned as Chief Executive Officer and director of the Company, effective June 8, 2025. Dr. Tuchman will serve as Chief Medical Officer of the Company. In connection with his resignation, the Company and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to $7,500 per month.
Dr. Tuchman’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.
Appointment of Joshua Silverman as Executive Chairman
On June 6, 2025, Mr. Joshua Silverman was appointed as Executive Chairman of the Company’s board of directors and in consideration of his new role, Mr. Silverman will be paid a monthly salary of $30,000 per month.
Item 7.01. Regulation FD.
On June 9, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTOGENIX, INC. |
| Date: June 9, 2025 | By: | /s/ Joshua Silverman |
| Name: | Joshua Silverman | |
| Title: | Executive Chairman |