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2025-06-26
2025-06-26
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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 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 Number) |
|
(IRS Employer
Identification No.) |
1185
Avenue of the Americas, 3rd
Floor
New York, New
York |
|
10036 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(973)
242-0005
(Registrant’s telephone number, including area code)
Synaptogenix, Inc.
(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, par value $0.0001 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.
Explanatory Note
On June 9, 2025, Synaptogenix, Inc. (the “Company”)
filed a Current Report on Form 8-K (the “Prior Report”) to report, among other things, the resignation of certain officers
and directors of the Company. The Prior Report inadvertently stated that Dr. Alan J. Tuchman, M.D. resigned as Chief Executive Officer
and director of the Company, effective June 8, 2025. The Company is filing the below Item 5.02 to correct this statement which should
have stated that Dr. Alan J. Tuchman, M.D. remains a member of the Company’s board of directors despite his resignation as Chief
Executive Officer of the Company.
The Prior Report is otherwise unaffected by this
Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Alan J. Tuchman, M.D.
On June 8, 2025, Dr. Alan J. Tuchman resigned
as Chief Executive Officer of the Company, effective June 8, 2025. Dr. Tuchman will serve as Chief Medical Officer of the Company and
will remain a member of the board of directors of the Company. In connection with his resignation as Chief Executive Officer, the Company
and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to $7,500 per month.
Item 5.03 Amendments to Articles of
Incorporation.
On June 25, 2025, the Company
filed a certificate of amendment to its Amended and Restated Certificate of Incorporation (“Amendment”) with the Secretary
of State for the State of Delaware to change its name to TAO Synergies Inc. (the “Name Change”). The Name Change and Amendment
became effective at 8:00 a.m. Eastern Time on June 26, 2025.
The Board of Directors of
the Company (the “Board”) approved the Name Change and the Amendment pursuant to Section 242 of the General Corporation
Law of the State of Delaware. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to
complete the Name Change or to approve or effect the Amendment. The Name Change will not in any way affect the voting or other
rights that accompany the Company’s common stock, par value $0.0001 per share (“Common Stock”), or the validity or transferability
of the Company’s shares of Common Stock currently outstanding.
As a result of the Name
Change, the Company anticipates that effective July 1, 2025, the Common Stock will cease trading under the ticker symbol “SNPX”
and will begin trading under its new ticker symbol “TAOX” on the Nasdaq Capital Market. The CUSIP of the Common Stock did
not change in connection with the ticker symbol change.
A copy of the Amendment is
attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD.
On June 26, 2025, the Company
issued a press release announcing the Name Change and anticipated Nasdaq ticker symbol change. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
The following exhibits are
filed with this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 25, 2025 |
| 99.1 |
|
Press Release dated June 26, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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 27, 2025 |
TAO Synergies Inc. |
| |
|
|
| |
By: |
/s/ Robert Weinstein |
| |
Name: |
Robert Weinstein |
| |
Title: |
Chief Financial Officer |
