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2025-06-24
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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 Number) |
|
(IRS Employer
Identification No.) |
1185
Avenue of the Americas, 3rd
Floor
New York, New
York 10036
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code: (973) 242-0005
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, $0.0001 par value per share |
|
SNPX |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD.
On June
24, 2025, Synaptogenix, Inc. (the “Company”) issued a press release announcing (i) its initial purchase of TAO as part of
the Company's recently announced cryptocurrency treasury and (ii) that BitGo has been selected to provide qualified custody, staking and
trading services for the Company’s TAO holdings. 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
8.01. Other Events.
On June
24, 2025, the Company announced its initial purchase of TAO as part of the Company's recently announced cryptocurrency treasury strategy
and (ii) that BitGo has been selected to provide qualified custody, staking and trading services for the Company’s TAO holdings.
BitGo
will secure the Company’s digital assets in regulated, insured cold storage with BitGo Trust Company, Inc. and facilitate the Company's
planned acquisitions of TAO through its affiliated trading platforms, including access to liquidity via its OTC desk. TAO will be staked
directly from qualified custody with BitGo Trust, enabling the Company to generate yield while maintaining security and regulatory compliance.
The Company has begun to generate revenue through TAO staking. The initial acquisition of TAO was funded by the Company's cash reserves
and balance sheet.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description |
| 99.1 |
Press
Release dated June 24, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
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.
| Date: June 24, 2025 |
By: |
/s/ Robert Weinstein |
| |
Name: |
Robert Weinstein |
| |
Title: |
Chief Financial Officer |
