[SCHEDULE 13G] Central Garden & Pet Company SEC Filing

Rhea-AI Filing Summary

TAO Synergies Inc. (formerly Synaptogenix, Inc.) has called a virtual special meeting of stockholders for August 6, 2025. Three proposals will be presented:

• Issuance Proposal (Proposal 1): Seek approval under Nasdaq Rules 5635(c) & 5635(d) to issue more than 20% of outstanding common shares in connection with a June 9, 2025 private placement and related warrants. The financing included (i) 5,500 shares of Series D Convertible Preferred Stock (stated value $1,000; 5% dividend; redeemable at 107%) initially convertible into 1,833,333 common shares at $3.00, (ii) five-year investor warrants for another 1,833,333 shares at $3.00 with full-ratchet anti-dilution, (iii) 1.2 million consultant warrants issued to James Altucher/Z-List Media at tiered exercise prices of $4–$12, and (iv) placement‐agent warrants for 55,000 shares at $3.00. Gross proceeds already received: $5.5 million; up to $14.9 million of additional cash could be raised if all warrants are exercised for cash.
• Plan Amendment Proposal (Proposal 2): Increase share authorization under the 2020 Equity Incentive Plan from 675,000 to 2,675,000 shares (+2 million) and rename it “TAO Synergies Inc. 2020 Equity Incentive Plan.” Remaining shares available before amendment are 123,286; management believes the increase will cover roughly two years of future equity awards.
• Adjournment Proposal (Proposal 3): Permit adjournment to solicit more proxies if necessary.

Dilution & Governance: Prior to the placement the Company had 1,756,682 common shares outstanding. Full conversion/exercise of the new securities would add up to 3,088,333 shares (plus anti-dilution adjustments), materially diluting existing holders. The Series D instrument carries a 5% dividend (15% upon triggering events) and voting rights based on as-converted shares, but holders may not vote on Proposal 1. The instruments prohibit variable-rate financings and give investors participation rights in future offerings until the preferred is redeemed.

Strategic Use of Proceeds: The Board intends to deploy up to $10 million to acquire Bittensor TAO tokens as part of a new cryptocurrency treasury strategy, in addition to general working capital.

Record Date & Quorum: Holders of common stock or Series C preferred at the close of business on June 9, 2025 (1,391,682 common shares outstanding; Series C voting power equivalent to 256,802 common shares) may vote. One-third of combined voting power constitutes a quorum.

Board Recommendation: FOR all proposals.

Positive

• Immediate $5.5 million cash infusion strengthens liquidity ahead of new crypto-treasury initiative.
• Potential $14.9 million incremental funding if warrants are exercised for cash provides further runway without new financing rounds.
• Equity Incentive Plan safeguards (no repricing, minimum vesting, no liberal share recycling) align with governance best practices.

Negative

• Shareholder dilution exceeds 20% and could more than double common shares outstanding upon full conversion/exercise.
• Full-ratchet anti-dilution in Series D preferred and warrants may trigger additional share issuance at lower prices.
• 5%–15% dividend plus 107% redemption premium on preferred stock increases future cash obligations.
• Consultant warrants total 1.2 million shares—large grant to a single advisor may raise compensation concerns.

Insights

Equity Capital Markets Specialist

TL;DR Significant capital infusion comes with heavy dilution and aggressive anti-dilution terms—investors must weigh liquidity gain vs. ownership erosion.

Assessment: The $5.5 million raised fills near-term funding needs and may unlock another $14.9 million, but the cost is steep. Converting the Series D and exercising all warrants would more than double the public float, with full-ratchet adjustments amplifying dilution if the share price falls below $3.00. The 5% dividend and 107% redemption premium raise cash burn. Anti-dilution plus investor participation rights restrict future financing flexibility. While management gains runway for its crypto treasury strategy, minority holders face material percentage loss and potential price pressure when shares hit the market. Overall sentiment: cautiously negative.

Compensation & Governance Analyst

TL;DR Plan amendment expands equity pool four-fold; governance controls are standard, but shareholder dilution is notable.

The plan increase from 675k to 2.675 million shares aligns with rapid head-count or incentive needs, yet represents ~124% of current outstanding shares—large by small-cap standards. Safeguards (no repricing, one-year minimum vest) are positive. However, paired with Proposal 1 the aggregate dilution risk rises sharply. Investors should scrutinize future grant pacing and performance criteria. Rating: neutral to slightly negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Central Garden & Pet Company

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

153527106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 153527106

1

Names of Reporting Persons

Geode Capital Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 494,520.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 494,520.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

494,520.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.04 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Central Garden & Pet Company
(b)	Address of issuer's principal executive offices: 1340 Treat Blvd., Suite 600, Walnut Creek, CALIFORNIA 94597
Item 2.
(a)	Name of person filing: Geode Capital Holdings LLC
(b)	Address or principal business office or, if none, residence: 100 Summer Street, 12th Floor, Boston, MA 02110
(c)	Citizenship: Delaware, USA
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(e)	CUSIP No.: 153527106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 494,520
(b)	Percent of class: 5.04 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 494,520
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 494,520
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Various clients of Geode Capital Management, LLC and Geode Capital Management Trust Company, LLC have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer. No one person's interest in the common stock of the Issuer relates to more than five percent of the class of securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See attached Exhibit A.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Geode Capital Holdings LLC

Signature:	Laura M. Doherty
Name/Title:	Chief Operating Officer
Date:	07/07/2025

Exhibit Information

Item 7 Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Geode Capital Management, LLC: IA Geode Capital Management Trust Company, LLC: BK This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Geode Capital Holdings, LLC and certain of its subsidiaries. Geode Capital Management, LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Geode Capital Management Trust Company, LLC is a trust company chartered under the laws of the State of New Hampshire.

FAQ

Why does TAO Synergies (SNPX) need shareholder approval for the financing?

Nasdaq Rules 5635(c) & 5635(d) require a vote when issuing shares equal to or exceeding 20% of outstanding stock or when equity could be deemed compensation.

How many shares could be issued if Proposal 1 passes?

Up to 3,088,333 new shares (before anti-dilution adjustments) from conversions and warrant exercises, compared with 1,756,682 shares pre-financing.

What are the key terms of the Series D Preferred Stock?

Stated value: $1,000; Dividend: 5% (15% on default); Conversion price: $3.00 with full-ratchet protection; Redemption: quarterly starting 9/30/25 at 107% of principal.

How will the additional capital be used?

Management plans to buy up to $10 million of Bittensor TAO tokens and fund general corporate purposes.

What changes are proposed for the 2020 Equity Incentive Plan?

Increase the share reserve by 2 million to 2.675 million and rename the plan to reflect the new corporate name.