TAO Synergies Inc SEC Filings

Tao Synergies Inc. (TAOX) filed an S-3 shelf registration prospectus describing the securities it may offer, including common stock, preferred stock, debt securities, warrants, rights and units. The prospectus explains general terms that will be set in each prospectus supplement, such as pricing methods, interest and maturity terms for debt, warrant exercise mechanics, transfer restrictions around redemptions, trustee powers and events of default for debt securities. It discloses incorporation by reference to its Form 10-K for the year ended December 31, 2024 and subsequent 10-Qs and 8-Ks through August 14, 2025. The document also lists exhibits, legal and accounting consents and identifies signatories and officers who executed the filing.

TAO Synergies Inc. (TAOX) disclosed capital structure changes, contractual obligations, related-party compensation and valuation of recent securities in this Form 10-Q. At June 30, 2025 the company reported 2,504,911 shares of common stock outstanding (1,357,165 at 12/31/2024). Two preferred series carry liquidation preferences of $223,500 (plus $17,665 accrued dividends) and $5,500,000 (plus $16,806 accrued dividends). The company held cash and equivalents including approximately $13.5 million in a money market fund and U.S. Treasury bills and approximately $4.5 million in cryptocurrency (not FDIC insured).

The filing details license and royalty arrangements (milestone caps of up to $3.7M and other potential payments to Stanford and Mt. Sinai), related-party consulting and executive compensation arrangements including a new Executive Chairman agreement with enhanced severance and equity incentives, and recent preferred and warrant financings (Series C and Series D) with conversion features, full-ratchet price protections and installment redemptions beginning Sept 30, 2025. Fair values for warrants and derivatives were estimated using Black-Scholes with volatilities generally above 100% and material warrant fair values disclosed (e.g., Series C warrants ~$8.6M).

TAO Synergies Inc. stockholders approved an amendment and restatement of the 2020 Equity Incentive Plan, increasing the number of shares reserved for issuance by 2,000,000 to 2,675,000 shares. At the Special Meeting, holders of 567,847 shares, or approximately 35.23% of outstanding common stock, were present in person or by proxy, constituting a quorum.

Stockholders also authorized, for Nasdaq compliance, the issuance of common stock underlying convertible preferred stock and warrants issued under certain June 2025 agreements in an amount equal to or in excess of 20% of the Company’s common stock outstanding before those issuances. Final vote totals were: Proposal 1 — For 500,450, Against 66,872, Abstain 525; Proposal 2 — For 492,781, Against 73,988, Abstain 1,078; Proposal 3 — For 523,728, Against 42,865, Abstain 1,254. The Amended and Restated Equity Incentive Plan is filed as Exhibit 10.1.