[10-Q] TAO Synergies Inc. Quarterly Earnings Report
TAO Synergies Inc. (TAOX) filed its Q3 2025 10-Q, highlighting a pivot to a TAO-focused crypto treasury strategy and initial staking revenue. The company reported Q3 staking revenue of $203,371 and a Q3 net loss of $3,923,247. For the nine months, staking revenue totaled $207,333 with a net loss of $21,054,156, driven by operating expenses and significant non-cash fair value changes in warrant and derivative liabilities.
On the balance sheet, cash and equivalents were $1,445,427, digital assets were $15,381,039 (50,363.26 TAO at period-end fair value), and total assets were $18,358,987. Total liabilities were $1,690,046, including a warrant liability of $646,000 and a derivative liability of $2,000. Stockholders’ equity was $16,065,144. The company issued and converted preferred securities during the year and recorded $2,014,783 from investor warrant exercises and $4,924,000 net proceeds from Series D preferred, while investing $17,570,203 to acquire TAO tokens. As of November 11, 2025, common shares outstanding were 7,128,912. Management continues to stake TAO via BitGo-supported validators (tao5 and Yuma) and launched The TAO Daily media platform to support its ecosystem focus.
- None.
- None.
Insights
High TAO concentration adds volatility; cash flows bolstered by financing.
TAO Synergies shifted treasury assets into TAO, reporting
Financing activity—
Key dependencies include TAO market pricing, staking yields, and liability remeasurements. Subsequent filings may detail treasury allocation changes and preferred stock actions. Actual operating impact will track TAO price behavior and staking rewards under Bittensor’s emissions framework.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| |
For the transition period from __________________ to __________________ |
Commission File Number:
TAO SYNERGIES INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or | (I.R.S. Employer |
organization) | Identification No.) |
| |
(Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
Synaptogenix, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on |
| | | | |
|
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
As of November 11, 2025, there were
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; market conditions of, and overall sentiment towards, the cryptoeconomy; system failures, outages or interruptions, including with respect to third-party crypto networks; our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses; regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations; the crypto markets being historically characterized by limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network; our new media platform, including the accuracy of Bittensor - related information provided thereon; the reputational impact of our new media platform; our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, existing or increased competition, stock volatility and illiquidity, and our failure to implement our business plans or strategies. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025, as updated in our quarterly reports and current reports filed with the SEC from time to time. We advise you to carefully review the reports and documents we file from time to time with the SEC including our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under securities laws, we undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
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TABLE OF CONTENTS
Page | |
Part I – FINANCIAL INFORMATION | 4 |
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Item 1. Financial Statements (Unaudited) | 4 |
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Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 4 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 | 5 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 | 6 |
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 8 |
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Notes to Condensed Consolidated Financial Statements | 9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk | 49 |
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Item 4. Controls and Procedures | 50 |
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Part II – OTHER INFORMATION | 51 |
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Item 1. Legal Proceedings | 51 |
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Item 1A. Risk Factors | 51 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 64 |
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Item 3. Defaults upon Senior Securities | 65 |
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Item 4. Mine Safety Disclosures | 65 |
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Item 5. Other Information | 65 |
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Item 6. Exhibits | 66 |
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Signatures | 67 |
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
TAO SYNERGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | |
| | September 30, | | December 31, | ||
|
| 2025 |
| 2024 | ||
ASSETS | | | | | | |
| | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | 1,445,427 | | $ | |
Digital assets | | | | | | — |
Prepaid expenses and other current assets | |
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TOTAL CURRENT ASSETS | |
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Fixed assets, net of accumulated depreciation | |
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TOTAL ASSETS | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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CURRENT LIABILITIES | |
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Accounts payable | | $ | | | $ | |
Accrued expenses | |
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TOTAL CURRENT LIABILITIES | |
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Warrant liability | | | | | | |
Derivative liability | | | | | | |
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TOTAL LIABILITIES | | | | | | |
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Commitments and contingencies | |
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Series C Convertible redeemable preferred stock, $ | | | — | | | |
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Series D Convertible redeemable preferred stock, $ | | | | | | — |
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STOCKHOLDERS’ EQUITY | | | | | | |
Common stock - | | | | | | |
Additional paid-in capital | | | | | | |
Accumulated other comprehensive income | | | | | | |
Accumulated deficit | | | ( | | | ( |
| | | | | | |
TOTAL STOCKHOLDERS’ EQUITY | |
| | |
| |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | | | $ | |
See accompanying notes to condensed consolidated financial statements.
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TAO SYNERGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| | | | | | | | | | | | |
|
| Three Months Ended |
| Three Months Ended |
| Nine Months Ended |
| Nine Months Ended | ||||
| | September 30, | | September 30, | | September 30, | | September 30, | ||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
REVENUES: | | | | | | | | | | | | |
Revenues from TAO staking | | $ | | | $ | — | | $ | | | $ | — |
| | | | | | | | | | | | |
OPERATING EXPENSES: | | | | | | | | | | | | |
Research and development |
| | | | | | | | | | | |
General and administrative |
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Warrant issuance costs | | | — | | | | | | | | | |
TOTAL OPERATING EXPENSES |
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OPERATING INCOME (LOSS) | | | ( | | | ( | | | ( | | | ( |
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OTHER INCOME: |
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Interest income |
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Share of net loss in equity investment | | | — | | | ( | | | — | | | ( |
Unrealized loss on digital assets | | | ( | | | — | | | ( | | | — |
Loss on issuance of Series C Preferred Stock | | | — | | | ( | | | — | | | ( |
Change in fair value of warrant liability | | | | | | ( | | | ( | | | ( |
Change in fair value of derivative liability | | | | | | ( | | | ( | | | |
TOTAL OTHER INCOME |
| | ( | |
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| ( | |
| ( |
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Net income (loss) before income taxes |
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Provision for income taxes |
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| — |
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Net income (loss) | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
Preferred Stock dividends | | | | | | | | | | | | |
|
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Net income (loss) attributable to common stockholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Change in fair value of available for sale debt security | | | — | | | | | | — | | | |
| | | | | | | | | | | | |
Net comprehensive income (loss) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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PER SHARE DATA: | |
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Basic income (loss) per common share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Basic and fully diluted weighted average common shares outstanding | | | | | | | | | | | | |
See accompanying notes to condensed consolidated financial statements.
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TAO SYNERGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | Accumulated Other | | | | ||
| | Series B Preferred Stock | | | Series C Preferred Stock | | | Series D Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Comprehensive | | | | |||||||||||||||
|
| Shares |
| Amount |
| | Shares |
| Amount |
| | Shares |
| Amount |
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | ||||||||
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Balance July 1, 2024 |
| — | | $ | — | | | — | | $ | — | | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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Stock based compensation | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of Preferred Stock | | — | | | — | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for consulting fees |
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Preferred stock dividends paid | | — | | | | | | — | | | | | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deemed dividend - preferred stock | | — | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
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Preferred stock redemptions and conversions | | — | |
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Accrual of preferred stock and dividend redemption |
| — | | | ( | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock accretion | | — | | | — | | | — | | | | | | — | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | — | |
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Net loss |
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|
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Balance September 30, 2024 | | — | | $ | — | | | | | $ | | | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | Accumulated Other | | | | |||
| | Series B Preferred Stock | | | Series C Preferred Stock | | | Series D Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Comprehensive | | | | |||||||||||||||
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| Shares |
| Amount |
| | Shares |
| Amount |
| | Shares |
| Amount |
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| Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | ||||||||
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Balance July 1, 2025 |
| — | | $ | — | | | | | $ | | | | | | $ | | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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Stock based compensation | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
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Exercise of investor warrants | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Issuance of Series D preferred stock and warrants |
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Issuance of common stock for consulting fees |
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Issuance of warrants for consulting fees | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
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Preferred stock dividends | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deemed dividends on preferred stock | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock redemptions and conversions | | — | | | — | | | ( | | | ( | | | ( | | | ( | | | | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock accretion | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | ( | | | — | | | — | | | ( |
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Net income |
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Balance September 30, 2025 |
| — | | $ | — | | | — | | $ | — | | | | | $ | | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | Accumulated Other | | | | ||
| | Series B Preferred Stock | | Series C Preferred Stock | | Series D Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Comprehensive | | | | |||||||||||||||
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| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
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| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Total | ||||||||
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Balance January 1, 2024 |
| | | $ | | | — | | $ | — | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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Stock based compensation |
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Issuance of Preferred Stock |
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Issuance of common stock for consulting fees | | — | | | — | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Preferred stock dividends paid | | — | | | | | — | | | | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
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Deemed dividends on preferred stock |
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Preferred stock redemptions and conversions | | ( | | | ( | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accrual of preferred stock and dividend redemption | | ( | | | ( | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock accretion | | — | | | | | — | | | | | — | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of convertible note receivable - investment in debt security | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — | | — | |
| — | | — | |
| — | | | — | |
| — | |
| — | |
| ( | | | — | |
| ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance September 30, 2024 | | — | | $ | — | | | | $ | | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | Accumulated Other | | | | ||
| | Series B Preferred Stock | | Series C Preferred Stock | | Series D Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Comprehensive | | | | |||||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Total | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance January 1, 2025 |
| — | | $ | — | | | | $ | | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock based compensation |
| — | |
| — | | — | |
| — | | — | |
| — | | | | |
| | |
| | |
| — | | | — | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exercise of investor warrants |
| — | |
| — | | — | |
| — | | — | |
| — | | | | |
| | |
| | |
| — | | | — | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of Series D preferred stock and warrants | | — | | | — | | — | | | — | | | | | | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for consulting fees | | — | | | — | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of warrants for consulting fees | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock dividends | | — | | | — | | — | | | | | — | | | | | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deemed dividends on preferred stock |
| — | |
| — | | — | |
| | | — | |
| — | | | — | |
| — | |
| — | |
| ( | | | — | |
| ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock redemptions and conversions | | — | | | — | | ( | | | ( | | ( | | | ( | | | | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock accretion | | — | | | — | | — | | | | | — | | | | | | — | | | — | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Modification of Series C Preferred Stock | | — | | | — | | — | | | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of warrants upon amendment | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — | | — | |
| — | | — | |
| — | | | — | |
| — | |
| — | |
| ( | | | — | |
| ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance September 30, 2025 | | — | | $ | — | | — | | $ | — | | | | $ | | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
See accompanying notes to condensed consolidated financial statements.
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TAO SYNERGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
|
| Nine Months Ended |
| Nine Months Ended | ||
| | September 30, 2025 | | September 30, 2024 | ||
CASH FLOW USED IN OPERATING ACTIVITIES | | | | | | |
Net income (loss) | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used by operating activities | | | | | | |
Stock based compensation | | | | | | |
Non-cash revenue from digital assets | | | ( | | | — |
Unrealized loss on digital assets | | | | | | — |
Warrant issuance costs | | | | | | |
Loss on issuance of Series C Convertible Preferred Stock | | | — | | | |
Change in fair value of warrant liability | | | | | | |
Change in fair value of derivative liability | | | | | | ( |
Share of net loss in equity investment | |
| — | |
| |
Consulting services paid by issuance of common stock | | | | | | |
Consulting services paid by issuance of warrants | |
| | |
| — |
Depreciation expense | |
| | |
| |
Change in assets and liabilities: | | | | | | |
(Increase) decrease in prepaid expenses and other current assets | |
| ( | |
| |
Increase (decrease) in accounts payable | |
| | |
| ( |
Decrease in accrued expenses | |
| ( | |
| ( |
| |
| | |
| |
| | | | | | |
Net Cash Used in Operating Activities | |
| ( | |
| ( |
| | | | | | |
CASH FLOWS USED IN INVESTING ACTIVITIES | | | | | | |
Purchase of available for sale debt security | | | — | | | ( |
Purchase of crypto currency | | | ( | | | — |
| | | | | | |
Net Cash Used in Investing Activities | | | ( | | | ( |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from investor warrant exercises | | | | | | — |
Net proceeds from Series C Convertible Preferred Stock offering | | | — | | | |
Net proceeds from Series D Convertible Preferred Stock offering | | | | | | — |
Redemption of Series B Convertible Preferred Stock | | | — | | | ( |
Redemption of Series C Convertible Preferred Stock | | | ( | | | — |
Dividends on Series B Convertible Preferred Stock | | | — | | | ( |
Dividends on Series C Convertible Preferred Stock | | | ( | | | — |
| | | | | | |
Net Cash Provided by (Used in) Financing Activities | | | | | | ( |
| |
| | |
| |
NET DECREASE IN CASH AND EQUIVALENTS | |
| ( | |
| ( |
| |
| | |
| |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | |
| | |
| |
| |
| | |
| |
CASH AND EQUIVALENTS AT END OF PERIOD | | $ | | | $ | |
| | | | | | |
DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | |
| | | | | | |
Issuance of Common Stock for Series B Convertible Preferred Stock installment conversions | | $ | — | | $ | |
Accretion of Series B Convertible Preferred Stock to redemption value | | $ | — | | $ | |
Accretion of Series C Convertible Preferred Stock to redemption value | | $ | | | $ | |
Accretion of Series D Convertible Preferred Stock to redemption value | | $ | | | $ | — |
Accrual of Series B Convertible Preferred Stock and Dividend Redemption | | $ | — | | $ | |
Warrant liability upon issuance of Series C Convertible Preferred stock | | $ | — | | $ | |
Warrant liability upon issuance of Series D Convertible Preferred stock | | $ | | | $ | — |
Reclassification of warrant liability | | $ | | | $ | — |
Derivative liability upon issuance of Series C Convertible Preferred stock | | $ | — | | $ | |
Derivative liability upon issuance of Series D Convertible Preferred stock | | $ | | | $ | — |
Reclassification of derivative liability | | $ | | | $ | — |
Series C Convertible Preferred Stock conversions and redemptions | | $ | | | $ | — |
Issuance of Consultant Warrants | | $ | | | $ | — |
Change in fair value of available for sale debt security | | $ | — | | $ | |
See accompanying notes to condensed consolidated financial statements.
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TAO SYNERGIES INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Unless the context otherwise indicates, references in these Notes to the accompanying financial statements to “we,” “us,” “our” and “the Company” refer to TAO Synergies Inc. and together with its whlly owned and consolidated subsidiaries (formerly known as Synaptogenix, Inc. and Neurotrope Bioscience, Inc.), a Delaware corporation. References to “Neurotrope”, “Parent Company” or “Parent” refer to Neurotrope, Inc., a Nevada corporation.
Note 1 – Organization, Business, Risks and Uncertainties:
Organization and Business
On May 17, 2020, Neurotrope, Inc. (“Neurotrope” or “the Parent”) announced plans for the complete legal and structural separation of its wholly owned subsidiary, Neurotrope Bioscience, Inc., from Neurotrope (the “Spin-Off”). Under the Separation and Distribution Agreement, Neurotrope distributed all of its equity interest in this wholly owned subsidiary to Neurotrope’s stockholders. Following the Spin-Off, Neurotrope does not own any equity interest in the Company, and the Company operates independently from Neurotrope. On December 7, 2020, the Company became an independent company, Synaptogenix, Inc., a Delaware corporation (formerly known as Neurotrope Bioscience, Inc.) (“Synaptogenix”) when Synaptogenix filed an amended and restated certificate of incorporation which, among other things, changed its name to Synaptogenix, Inc.
On June 9, 2025, in connection with the Company’s previously announced exploration of strategic opportunities, the Company announced the launch of a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. On June 25, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State for the State of Delaware, effective June 26, 2025, to change the name of the Company from “Synaptogenix, Inc.” to “TAO Synergies Inc.”
On September 26, 2025, the Company formed a subsidiary TAOX Florida Inc. for the purpose of facilitating the Company’s expansion into the cryptocurrency treasury strategy business.
The Company’s shares of common stock, par value $
Recent Developments
Exploring Strategic Alternatives
In December 2024, the Company announced via press release that the board of directors of the Company (the “Board”) had formed an independent special committee (the “Special Committee”) to explore strategic opportunities to create and enhance value for investors, including promising drug development platforms and/or compelling new technologies and services.
As a result of the Special Committee’s efforts, the Company launched its differentiated cryptocurrency treasury strategy, as described above, to stake TAO for revenue generation and capital appreciation, a strategy which underscores the Company’s mission to create value for shareholders.
Background on TAO and Bittensor
Bittensor is a public Layer 1 blockchain, called Subtensor, built with the Substrate framework and organized into independent “subnets” where miners produce digital commodities (commonly AI outputs) and validators evaluate them. On chain, an algorithm named Yuma Consensus aggregates validators’ rankings of miners to compute emissions (new tokens minted by the protocol) for miners, validators, stakers, and subnet creators. This incentive mechanism is widely referred to in project materials as “Proof-of-Intelligence.” TAO is the Network’s native token and is used to pay transaction fees, incentivize subnet participants, and for staking.
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As of August 15, 2025, TAO’s circulating supply was approximately 9,597,491 tokens with a market capitalization of approximately $3.5 billion, according to publicly available sources. The lifecycle of TAO follows a supply schedule. Approximately one block is produced every ~12 seconds, with 1 TAO per block minted before the first halving (about 7,200 TAO/day), and halving occurs when 10.5 million TAO have been emitted. TAO has a hard cap of 21,000,000 tokens. Under the February 13, 2025 Dynamic TAO (dTAO) upgrade, newly issued TAO is first routed to subnets according to market set subnet prices, and staking into a subnet exchanges TAO for that subnet’s alpha token. Exits convert alpha back to TAO at the prevailing pool rate, so outcomes are price sensitive. The Bittensor blockchain does not impose protocol-enforced delays (unbonding periods) in accessing unstaked TAO.
The initial Bittensor mainnet “Kusanagi” launched in January 2021, was followed by the “Nakamoto” upgrade in November 2021, then a fork to the current “Finney” chain on March 20, 2023. Subnets went live on October 2, 2023. Governance has transitioned to a bicameral model in which a Triumvirate (employees of the Opentensor Foundation) authors proposals and a Senate (the top delegate hotkeys by stake) must approve the proposals prior to implementation.
Our Cryptocurrency Asset Strategy
In June 2025, we adopted a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor. Bittensor is a decentralized blockchain network for machine learning and AI. This was a shift from our prior approach of holding excess cash primarily in FDIC-insured interest-bearing accounts. The change to adopt this strategy results from our intention to obtain the highest yield on excess cash. We seek to stake TAO for revenue generation and capital appreciation, a strategy that underscores our mission to create significant value for shareholders.
Our Board has adopted a long-only TAO accumulation policy under which we allocate substantial portions of our excess cash to purchase TAO with the objective of maximizing tokens per share. As of September 10, 2025, approximately
Although a liquid market for TAO exists, we have not monetized (i.e., sold) any TAO to date. All TAO is staked as soon as trade settlement permits, and we currently spread staking between two staking providers – tao5 and Yuma. Currently, we only engage in TAO staking. In the future, we may explore additional yield-enhancement strategies, including participation in TAO subnets. Any such activity would likely be undertaken with a third-party partner possessing substantial subnet expertise.
Our Staking Program
We stake our TAO tokens, with the percentage staked varying based on various liquidity and operational considerations, and review this allocation periodically. All staking services are provided through BitGo pursuant to the terms of a Custodial Services Agreement (“CSA”) and the BitGo Staking & Delegation Services Terms (collectively, the “Staking Terms”) which are described below under the heading “Use of Custodians and Storage of TAO Tokens.” In addition, we have entered into a non-custodial Staking & Delegation Technology Services Agreement with Yuma Validator, LLC (the “Yuma Agreement”) under which Yuma operates a validator for root subnet staking on the Bittensor network. Yuma does not custody our TAO or any rewards. For 18 months following the effective date of that agreement, we are required to delegate at least
Process of Staking
The Custodian currently supports staking TAO to the tao5 and Yuma validators pursuant to its Staking Terms. Under these terms, the Custodian or its designated third-party providers, with input from the Company, stake delegated TAO, and exercise any validation rights and voting rights (which do not include protocol governance or voting rights), and distribute net rewards subject to validator service fees. The Bittensor blockchain does not impose protocol-enforced delays or unbonding periods. We do not currently engage in subnet staking or participate in AMM pools, but may do so in the future. Yuma’s role is non-custodial, and its commission rate pursuant to the Yuma Agreement is the publicly posted validator commission on the Bittensor blockchain and may change from time to time.
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The Bittensor Network
Bittensor is a public Layer 1 blockchain, called Subtensor, built with the Substrate framework and organized into independent “subnets” where miners produce digital commodities (commonly AI outputs) and validators evaluate them. On chain, an algorithm named Yuma Consensus aggregates validators’ rankings of miners to compute emissions (new tokens minted by the protocol) for miners, validators, stakers, and subnet creators. This incentive mechanism is widely referred to in project materials as “Proof-of-Intelligence.” TAO is the Network’s native token and is used to pay transaction fees, incentivize subnet participants, and for staking.
Validators
We rely on the Custodian to facilitate our staking activities with respect to TAO tokens. Through its staking services, the Custodian holds and stakes our TAO through its selected validators tao5 and Yuma.
All miner-performance validation in Bittensor occurs within subnets; block/transaction validation occurs on the Subtensor blockchain. Each subnet independently produces the digital commodities that are its focus, with the subnet creator defining an incentive mechanism for validators to use in judging miners’ work. Validators apply this incentive mechanism to miners, score their performance, and submit these weights to the Bittensor blockchain. These validator scores are then used by the Yuma Consensus algorithm to determine the proportion of the subnet’s emissions that should be allocated to each miner.
Each validator submits its rankings of miners it has evaluated to the Bittensor blockchain. The algorithm then considers all these rankings and seeks to identify which validators appear to provide the most reliable evaluations. Validators whose rankings appear to consistently align with those of other validators should gain more influence in the system, while validators that submit less reliable evaluations are expected to lose influence.
How We Earn Staking Rewards
As holders of TAO tokens we can stake any amount of the liquidity we hold to a validator. Also known as “delegation”, staking supports validators, because their total stake in the subnet, including stake delegated to them by others, determines their consensus power and their share of emissions. After the validator extracts their take, the remaining emissions are credited back to us in proportion to our stake with that validator. We stake TAO tokens through arrangements facilitated and managed by the Custodian and its selected validators, tao5 and Yuma (together, the “Validators”). For a further discussion of the risks related to staking, see “Risk Factors—Risks Related to Staking” elsewhere in this Quarterly Report on Form 10-Q.
Use of Custodians and Storage of TAO Tokens
In June 2025, we entered into a Custodial Services Agreement (“CSA”) with BitGo Trust Company, Inc. (the “Custodian”), which is a South Dakota-chartered trust company regulated under § 51A-6A-1(12A) of the South Dakota Banking Law and licensed to act as a custodian, for a
In June 2025, we also entered into a Master Purchase Agreement (“MPA”) with BitGo Prime LLC (the “Prime Broker”), which is a Delaware limited liability company, to facilitate digital asset trading through the Prime Broker’s proprietary electronic trading system. The agreement operates on a principal-to-principal basis, with each party acting for its own account and not as agent or fiduciary to the other party. All transactions are settled through, and custodied at, the Custodian under the CSA described herein. Access to the Company’s trading account is generally restricted to users it designates. The Prime Broker uses the Custodian’s balance inquiry functionality to verify the existence of sufficient assets before executing trades. The MPA terminates automatically upon termination of the CSA, and the Prime Broker reserves the right to suspend or modify services at its discretion.
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The TAO Daily
On September 22, 2025, we announced the launch of The TAO Daily, our comprehensive media, news, and insight platform dedicated to Bittensor (TAO) and the TAO ecosystem. The TAO Daily platform aims to highlight the Bittensor ecosystem developments and provide transparency into the rapidly growing world of decentralized AI. The platform also aims to centralize resources useful to TAO users and investors. Additionally, a new podcast, The TAO Pod, is hosted by James Altucher and Joseph Jacks, well-known TAO ecosystem leader and crypto treasury advisor to the Company.
Consultant Engagement
On August 26, 2025, the Company issued a press release announcing the engagement of Joseph Jacks as an advisor to its digital asset treasury strategy led by James Altucher. In connection with the engagement of Joseph Jacks, the Company entered into a consulting agreement with a term of
Liquidity Uncertainties
As of September 30, 2025, the Company had approximately $16.8 million in cash and cash equivalents and approximately $
The Company expects to need additional capital in order to continue pursuing its TAO treasury strategy. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its technologies or product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on its business, financial condition and results of operations.
Other Risks and Uncertainties
The Company operates in an industry that is subject to rapid technological change, intense competition, and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological and regulatory. Such factors include, but are not necessarily limited to, market conditions of, and overall sentiment towards, the cryptoeconomy, the ability to obtain favorable licensing, manufacturing or other agreements, including risk associated with the Company’s Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”) licensing agreement, and the ability to raise capital to achieve strategic objectives. See additional risks and uncertainties set forth under the heading “Risk Factors” contained elsewhere in this Quarterly Report on Form 10-Q.
Note 2 – Summary of Significant Accounting Policies:
Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2025 may not be indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025.
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The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012, and has elected to comply with certain reduced public company reporting requirements, however, the Company may adopt accounting standards based on the effective dates for public entities.
Use of Estimates:
The preparation of financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results.
Comprehensive Income (Loss)
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). For the three and nine months ended September 30, 2024, the Company had items of other comprehensive income (loss), which are reflected in the accompanying financial statements. The Company did not have any items of other comprehensive income (loss) for the three and nine months ended September 30, 2025.
Net Earnings or Loss per Share:
Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of shares of Common Stock outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of shares of Common Stock issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive.
Since the Company incurred a net loss for the three and nine months ended September 30, 2025 and 2024, all potentially dilutive securities were anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for all periods presented.
The weighted average dilutive securities that have been excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2025 and 2024, respectively, are as follows:
| | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended | ||||
|
| September 30, |
| September 30, | ||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 |
Common Stock Options |
| | | | | | | |
Convertible Preferred Stock | | | | | | | | |
Common Stock Warrants |
| | | | | | | |
Total |
| | | | | | | |
Cash and Cash Equivalents and Concentration of Credit Risk:
The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2025, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $
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Digital Assets
Effective January 1, 2025, the Company adopted FASB Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. Under this guidance, crypto assets within the scope of the ASU are measured at fair value each reporting period, with changes in fair value recognized in net income. The Company’s digital assets, which are comprised solely of $TAO tokens, meet the scope requirements of ASU 2023-08.
TAO tokens are divisible into partial tokens and are presented rounded to the nearest one-hundredth of a token. The following table summarizes the Company’s digital asset holdings as of September 30, 2025:
| | | | | | | | | | | |
Assets |
| Tokens |
| Cost Basis |
| Fair Market Value |
| Unrealized Loss | |||
Staked TAO |
| | | $ | | | $ | | | $ | |
Un-staked TAO |
| | | | | | | | | | |
Totals |
| | | $ | | | $ | | | $ | |
Segments
The Company currently operates in
Fair Value of Financial Instruments:
The carrying amounts reflected in the balance sheets for prepaid expenses and payables approximate fair value due to the short maturities of these instruments. The carrying amounts for available for sale debt security, warrant liability and derivative liability approximate fair value based on level 3 of the fair value hierarchy. The carrying amounts for digital assets approximate fair value based on level 1 of the fair value hierarchy.
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable markets.
Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
BitGo, Inc. (“BitGo”) secures the Company’s digital assets in regulated, insured, cold storage with BitGo Trust Company, Inc. and facilitates the Company’s acquisitions of TAO through its affiliated platforms. BitGo serves as the principal market for the Company’s digital assets, and the fair value of digital assets is primarily determined based on pricing data obtained from BitGo. BitGo is a regulated trust company that provides custody, staking, and trading services for institutional clients and maintains insurance coverage for assets held in cold storage. Management selected BitGo based on its regulatory status, security controls, insurance coverage, and experience providing digital asset solutions to institutional clients.
Accounting for Digital Assets
Fair Market Value
Digital assets are measured at their fair market values using the last close price of the day in the Coordinated Universal Time (“UTC”) time zone at each reporting period end on the balance sheet. The Company’s digital assets are presented as current assets. The
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majority of the Company’s digital assets are staked with no lock-up period, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet, due to the Company’s ability to sell them in a liquid marketplace and with a reasonable expectation that they will be realized in cash during the normal operating cycle of our business to support operations if needed.
Cost Basis
The cost basis of the Company’s digital assets is measured at fair value based on the spot price at the time of receipt, consistent with the applicable guidance under ASC 350-60. The Company has elected to adopt the First-In, First-Out (“FIFO”) method for determining the cost basis of digital assets disposed of. The method assumes that the assets that were acquired first are disposed of first. Realized gains and losses from the disposal of digital assets are included in other income in the Condensed Consolidated Statements of Comprehensive Loss. The Company had
Revenue Recognition - Digital Assets
The Company engages in network-based smart contracts by staking (or delegating) its digital assets with third party validator nodes. Through these contracts, the Company provides digital assets to stake on a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and can be from immediate to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the crypto assets staked remain locked up during the duration of the smart contract. The Company stakes its TAO directly from qualified custody with BitGo Trust, enabling a yield generation while maintaining the highest standards of security and regulatory compliance. As of September 30, 2025, the Company’s staked assets have immediate terms, meaning there is no lock-up period upon the asset being un-staked.
In exchange for staking the crypto assets on blockchain networks, the Company is entitled to a fractional share of the fixed digital asset award a third-party validator node receives for successfully validating or adding a block to the blockchain. This award is remitted in the native token of the validator node and is referred to as a staking reward. The Company’s staking reward received from delegating to a third-party validator node is proportionate to the digital assets staked by the Company compared to the total digital assets staked by all delegators to that node at that time. Token rewards earned from staking are calculated and distributed directly to the Company’s digital wallets by the blockchain networks as part of their consensus mechanisms.
The Company considers the provision of validating blockchain transactions an output of the Company’s ordinary activities, providing a service to the blockchain network, and accounts for the staking rewards under ASC 606. Each separate validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, the fair value of the staking reward is recognized and recorded as revenue. Once the reward has been acquired by the Company, the tokens are added to our digital asset holdings and their fair value is accounted for in accordance with ASC 820.
Fixed Assets and Leases:
The Company has one lease which has a remaining term of
Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and
Research and Development Costs:
All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were
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Income Taxes:
The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company applies the provisions for accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has determined that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing.
The Company had federal and state operating loss carryforwards for income tax purposes of approximately $
The Company may be subject to significant U.S. federal income tax-related liabilities with respect to the Spin-Off if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, the Company believes that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986 (the “Code”). If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, the Company would be liable for U.S. federal income tax related liabilities. Pursuant to the Separation and Distribution Agreement and the Tax Matters Agreement, Neurotrope agreed to indemnify Synaptogenix (now TAO Synergies Inc.) for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix (now TAO Synergies Inc.) may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s (now TAO Synergies Inc.) business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix (now TAO Synergies Inc.) responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix (now TAO Synergies Inc.) against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix (now Tao Synergies Inc.) ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix (now TAO Synergies Inc.) is held liable, Synaptogenix may be temporarily required to bear these losses. At September 30, 2025 and as of the financial statement issuance date, the Company does not have any indemnification liabilities.
Under Section 382 of the Code, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards may be limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations.
The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing.
In 2014, the IRS released Notice 2014-21, which describes how existing general U.S. federal income tax principals apply to transactions using “virtual currency” and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. The Company participates in staking of virtual currency. When a taxpayer successfully receives rewards from staking, the fair market value of the virtual currency as of the date of receipt is includable in gross income. If the taxpayer later sells or trades the virtual currency in exchange for property or services, it could trigger a gain or loss, which is calculated based on the difference between the selling price and basis (fair market value at time of receipt). As the virtual currency landscape evolves, Treasury may provide additional guidance in the future.
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Recently Adopted Accounting Pronouncements:
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 10, Segment Reporting in the Notes to Financial Statements.
In December 2023, the FASB also issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which requires public entities to measure in-scope cryptocurrency assets at fair value in the statement of financial position, and to recognize gains and losses from changes in the fair value of cryptocurrency in net income each reporting period. ASU 2023-08 will also require entities to provide certain interim and annual disclosures with respect to their cryptocurrency holdings. The standard is effective for our interim and annual periods beginning January 1, 2025, with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which we adopt the guidance. The Company adopted ASU 2023-08 on January 1, 2025. Because the Company did not acquire cryptocurrency assets until June 2025, there was no cumulative-effect adjustment upon adoption; however, the guidance changed the Company’s accounting for such assets on a prospective basis.
Recently Issued Accounting Pronouncements:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt ASU 2023-09 in its annual financial statements for the year ending December 31, 2025, and does not expect the adoption to have a material impact on its financial statements other than the additional required disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.
Note 3 – Collaborative Agreements and Commitments:
Strategic Investments in TAO Cryptocurrency
On June 24, 2025, the Company announced its initial purchase of TAO as part of the Company’s cryptocurrency treasury strategy and that BitGo had been selected to provide qualified custody, staking and trading services for the Company’s TAO holdings.
BitGo secures the Company’s digital assets in regulated, insured cold storage with BitGo Trust Company, Inc. and facilitates the Company’s acquisitions of TAO through its affiliated trading platforms, including access to liquidity via its OTC desk. TAO is 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.
The Company stakes its TAO holdings and, as a result, earns a return on its staking which is received in additional TAO tokens.
It was determined that TAO is considered an intangible asset pursuant to ASU 2023-08. As such, and based upon its liquidity, the Company is accounting for the value of TAO investments and TAO earned through staking activities as a current asset, based upon fair market value at the applicable measurement date and time applied consistently each period.
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Below is a summary of activity for TAO as of September 30, 2025:
| | | |
Balance of Digital Assets as of January 1, 2025 |
| $ | — |
Number of TAO tokens purchased and earned as of September 30, 2025 | |
| |
Value per token as of September 30, 2025 | | $ | |
Original fair value of TAO investments and staking rewards earned as of September 30, 2025 | | $ | |
Amount earned as of September 30, 2025 | | $ | ( |
Amount invested as of September 30, 2025 | | $ | ( |
Net change | | $ | ( |
The following table identifies the digital assets earned from staking activities:
| | | | | | | | |
| | For the Three and Nine Months Ended | | For the three and Nine Months Ended | ||||
| | September 30, | | September 30, | ||||
|
| 2025 |
| 2025 |
| 2024 |
| 2024 |
Asset |
| Token Rewards |
| Revenue |
| Token Rewards |
| Revenue |
TAO – Nine Months | | | | | | — | | — |
TAO – Three Months |
| |
| |
| — |
| — |
Cost of Revenue
The Company’s cost of revenues related to its digital asset staking are primarily advisory fees incurred for the processing of the staking transactions and fees for BitGo (our cryptocurrency exchange). These costs are directly related to the production of digital asset staking revenues. For the three and nine months ended September 30, 2025, the cost associated with the revenue recorded from digital asset staking is immaterial.
As of November 11, 2025, the Company had a total of approximately
Stanford License Agreements
On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents. The Company is required to use commercially reasonable efforts to develop, manufacture and sell products (“Licensed Products”) in the Licensed Field of Use (as defined in the Stanford Agreement) during the term of the licensing agreement which expires upon the termination of the last valid claim of any licensed patent under this agreement. In addition, the Company must meet specific product development milestones, and upon meeting such milestones, make specific milestone payments to Stanford. The Company must also pay Stanford royalties of
On January 19, 2017, the Company entered into a second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $
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The Company has advanced the development of synthetic bryostatin by demonstrating the equivalence of the synthetic to the natural bryostatin product. The estimated cost to initiate and produce sufficient quantities of the synthetic bryostatin drug product is approximately $
Mt. Sinai License Agreement
On July 14, 2014, the Company entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted the Company (a) a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) a non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKC ε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allows the Company to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Products”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement).
The Company is required to pay Mt. Sinai milestone payments of $
Agreements with BryoLogyx
On June 9, 2020, the Company entered into a supply agreement (the “Supply Agreement”) with BryoLogyx Inc. (“BryoLogyx”), pursuant to which BryoLogyx agreed to serve as the Company’s exclusive supplier of synthetic bryostatin. Pursuant to the terms of the Supply Agreement, the Company placed an initial order and subsequently received one gram of current good manufacturing practice (“cGMP”) synthetic bryostatin as an active pharmaceutical ingredient to be used in a drug product (“API”). The Company may place additional orders for API beyond the initial order by making a written request to BryoLogyx no later than six months prior to the requested delivery date. The Company is not currently using synthetic bryostatin for its current Phase 2 clinical trial and will determine when to incorporate the synthetic into the clinical trial process.
In connection with the Supply Agreement, on June 9, 2020, the Company entered into a transfer agreement (the “Transfer Agreement”) with BryoLogyx. Pursuant to the terms of the Transfer Agreement, the Company agreed to assign and transfer to BryoLogyx all of the Company’s right, title and interest in and to that certain Cooperative Research and Development Agreement, dated as of January 29, 2019 (the “CRADA”), by and between the Company and the U.S. Department of Health and Human Services, as represented by the NCI, under which Bryostatin-1’s ability to modulate CD22 in patients with relapsed/refractory CD22+ disease has been evaluated to date. Pursuant to guidance provided by NCI, the Company CRADA has been cancelled and BryoLogyx has initiated a request for a new CRADA in its name. BryoLogyx will be filing its own investigational new drug application (“IND”) for CD22 with the FDA. As consideration for the transfer of rights to the CRADA, BryoLogyx has agreed to pay to the Company
Nemours Agreement
On September 5, 2018, the Company announced a collaboration with Nemours A.I. DuPont Hospital (“Nemours”), a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X syndrome, a genetic disorder. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, the Company announced its memorandum of understanding with Nemours to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X. The Company intends to provide the Bryostatin-1 and obtain the IND, and Nemours intends to provide the clinical site and attendant support for the trial. The Company and Nemours, jointly, will develop the trial protocol. The Company estimates its total trial and IND cost to be
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approximately $
The Company has filed an IND with the FDA. The FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics. The Company is currently evaluating its plans to advance Fragile X development.
Cleveland Clinic
On February 23, 2022, the Company announced its collaboration with Cleveland Clinic to pursue possible treatments for Multiple Sclerosis (“MS”), and on July 19, 2023, the Company announced that it had entered into an agreement with Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in MS. Cleveland Clinic will manage the clinical trial’s implementation, including an IND submission to the FDA and patient enrollment. Cleveland Clinic has enrolled
In December 2024, the Company announced via press release the termination of its agreement with the Cleveland Clinic due to the slow pace of enrollment in the Phase 1 clinical trial. The termination of the agreement was one of various actions authorized by the Board, designed to reduce cash burn rate.
Cognitive Research Enterprises, Inc. (“CRE”)
Effective October 31, 2012, the Company executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013, as amended and restated on February 4, 2015 (the “CRE License Agreement”). Pursuant to the CRE License Agreement, CRE and NRV II provide research services and have granted the Company the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012, to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the CRE License Agreement specifies that all patents that issue from a certain patent application shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain.
After Neurotrope’s initial Series A Stock financing, the CRE License Agreement required the Company to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. There were
In addition, on November 10, 2018, the Company and CRE entered into a second amendment (the “Second Amendment”) to the TLSA pursuant to which CRE granted certain patent prosecution and maintenance rights to the Company. Under the Second Amendment, the Company will have the sole and exclusive right and the obligation, to apply for, file, prosecute and maintain patents and applications for the intellectual property licensed to the Company, and pay all fees, costs and expenses related to the licensed intellectual property.
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Note 4 – Related Party Transactions:
On August 4, 2016, Neurotrope entered into a consulting agreement with SM Capital Management, LLC (“SMCM”), a limited liability company owned and controlled by the Company’s Chairman of the Board, Mr. Joshua N. Silverman (the “Consulting Agreement”). Pursuant to the Consulting Agreement, SMCM shall provide consulting services which shall include, but not be limited to, providing business development, financial communications and management transition services, for a
On June 6, 2025, Mr. Joshua Silverman was appointed as Executive Chairman of the Company’s board of directors. In consideration of his new role, Mr. Silverman was paid a salary of $
On June 4, 2025, Dr. Daniel L. Alkon resigned as an officer, director and Chief Scientific 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 $
On August 9, 2025, the Company’s Board of Directors reduced Dr. Alkon’s base monthly salary to $
On August 14, 2025, the Company entered into an Executive Compensation Agreement (the “Silverman Compensation Agreement”) with Joshua N. Silverman, effective as of July 1, 2025, pursuant to which Mr. Silverman will serve as the Company’s Executive Chairman.
The Silverman Compensation Agreement provides for an initial
In the event of termination without “Cause” or by Mr. Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement). Mr. Silverman is entitled to receive accrued compensation through the termination date, severance equal to
In the event of Mr. Silverman’s death during the term of the Silverman Compensation Agreement, his estate is entitled to receive accrued compensation, any unpaid bonus amounts, accelerated vesting of all unvested equity awards, and any other benefits due under the Company’s benefit plans. In addition, the death benefit under the Company’s life insurance program, if any, will be paid to his designated beneficiary or estate. If Mr. Silverman’s employment terminates due to disability, he is entitled to accrued compensation, prorated target bonus, and continued salary payments for 24 months, along with accelerated vesting of all unvested equity awards and benefits under the Company’s long-term disability insurance plan, if applicable.
All severance and equity acceleration benefits are subject to Mr. Silverman’s execution and non-revocation of a general release of claims. The Agreement also includes provisions regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code. Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.
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Note 5 – Other Commitments:
Employment Agreements
On December 7, 2020, the Company entered into an offer letter (the “Offer Letter”) with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to serve as the Company’s Chief Executive Officer, commencing on December 7, 2020. In addition, in connection with his appointment as the Company’s Chief Executive Officer, Dr. Tuchman was appointed to the board of directors of the Company. Dr. Tuchman receives an annual base salary of $
On June 8, 2025, Dr. Tuchman resigned as Chief Executive Officer of the Company, effective June 8, 2025. Dr. Tuchman now serves as the Company’s Chief Medical Officer and remains a member of Company’s board of directors. In connection with his resignation as Chief Executive Officer, the Company and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to $
As noted above in Note 4—Related Party Transactions, on August 14, 2025, the Company entered into the Silverman Compensation Agreement with Mr. Silverman, effective as of July 1, 2025, pursuant to which Mr. Silverman will serve as the Company’s Executive Chairman.
See Note 4—Related Party Transactions for additional information regarding the Silverman Compensation Agreement.
Consulting Agreements
Consulting Agreement with Joseph Jacks
On August 29, 2025, the Company entered into a consulting agreement (the “Jacks Consulting Agreement”) with OSS Capital LLC and Joseph Jacks (collectively, 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 Jacks Consulting Agreement has a term of
In connection with entry into the Jacks Consulting Agreement, the Company issued to the Consultant warrants to purchase up to an aggregate of
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., 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
In connection with entry into the Altucher Consulting Agreement, the Company issued to the Consultant warrants to purchase up to an aggregate of
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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)
The measurement of fair value of the Consultant Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, and expected dividend rate). The grant date fair value of these Consultant Warrants issued in 2025 was estimated to be $
Resignation of Dr. Daniel L. Alkon, M.D.
As noted above in Note 4—Related Party Transactions, on June 4, 2025, Dr. Daniel L. Alkon resigned as an officer, director and Chief Scientific Officer of the Company to become a consultant working with the Company’s newly established Bryostatin Development 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 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 $
Dr. Alkon’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.
Resignation of Dr. Alan Tuchman, M.D.
On August 28, 2025, Dr. Alan Tuchman, M.D. resigned from his position as a member of the Board and as a member of all committees of the Board on which he serves. Dr. Tuchman’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Upon his resignation, Dr. Tuchman will continue to serve as the Company’s Chief Medical Officer.
Resignation of Jonathan Schechter
On August 28, 2025, Jonathan Schechter resigned from his position as a member of the Board and as a member of all committees of the Board on which he serves. Mr. Schechter’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. In connection with his resignation, the Company made a one-time cash payment of $
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Contingencies
Pursuant to the Separation Agreement and Tax Matters Agreement with Neurotrope, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s (now TAO Synergies Inc.) business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix (now TAO Synergies Inc.) responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix (now TAO Synergies Inc.) against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix (now TAO Synergies Inc.) is held liable, Synaptogenix (now TAO Synergies Inc.) may be temporarily required to bear these losses. As of the reporting date, there are no claims relating to the indemnification agreement.
Note 6 – Stockholders’ Equity:
The Company’s amended and restated certificate of incorporation authorizes it to issue
The holders of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board from time to time may determine. To date, the Company has not paid dividends on its Common Stock. Holders of Common Stock are entitled to
September 2024 Private Placement
On September 10, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Purchase Agreement”) with certain accredited investors (the “Series C Investors”), pursuant to which it agreed to sell to the Series C Investors (i) in a registered direct offering, an aggregate of
GP Nurmenkari Inc. acted as the Series C Placement Agent. In connection with the Series C Offering, pursuant to an Engagement Letter between the Company and the Series C Placement Agent, we agreed to pay the Series C Placement Agent (i) a cash fee equal to
The terms of the Series C Preferred Stock were as set forth in the Series C Certificate of Designations, which was filed with the Secretary of State for the State of Delaware on September 12, 2024. The Series C Preferred Stock was convertible into Series C Conversion Shares at the election of the holder at any time at the Series C Conversion Price. The Series C Conversion Price was 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 Series C Conversion Price (subject to certain exceptions). We were required to redeem the Series C Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption were payable in cash at
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The holders of the Series C Preferred Shares were entitled to dividends of
Notwithstanding the foregoing, the Company’s ability to settle conversions was 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 received Nasdaq Stockholder Approval. The Company received Nasdaq Stockholder Approval of these matters at a meeting held on December 6, 2024. Further, the Series C Certificate of Designations contained a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Certificate of Designations or Series C Warrants.
The Series C Warrants are exercisable immediately at the Series C Exercise Price and expire
In connection with the Series C Purchase Agreement, on September 10, 2024, the Company and the Series C Investors entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the SEC to register for resale
As of the date hereof, the Series C Preferred Stock has been completely redeemed and, as a result, no shares of Series C Preferred Stock are outstanding.
Amendment to Series C Preferred Certificate of Designations
In connection with entry into the Purchase Agreement, on June 9, 2025, the Company filed a certificate of amendment (the “Series C Certificate of Amendment”) to the Series C Certificate of Designation, pursuant to which, among other things, the Company and 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 amended the definition of Change of Control Redemption Premium related to the volatility input to an expected volatility equal to the
First Amendment to Series C Warrants
In connection with entry into the Purchase Agreement, on June 9, 2025, the Company entered into an amendment (the “First Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants to amend certain provisions as follows: (i) to modify the Black Scholes Consideration Value (as defined therein) and Black Scholes Value (as defined therein) calculation inputs from an expected volatility equal to the greater of
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Second Amendment to Series C Warrants
On August 14, 2025, the Company entered into a second amendment (the “Second Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants 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 holders of the Series C Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b)
First Amendment to 2024 Placement Agent Warrants
On August 14, 2025, the Company entered into an amendment (the “2024 Placement Agent Warrant Amendment”) to the warrants issued pursuant to that certain engagement letter, by and between the Company and GP Nurmenkari Inc., dated September 10, 2024 (the “2024 Placement Agent Warrants”), in its capacity as the Series D Placement Agent, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the 2024 Placement Agent Warrants 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 holders of the 2024 Placement Agent Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the 2024 Placement Agent Warrant, and (b)
June 2025 Private Placement
On June 9, 2025, the Company entered into a Securities Purchase Agreement (the “Series D Purchase Agreement”) with certain accredited investors (the “Series D Investors”), pursuant to which it agreed to sell to the Investors in a private placement (the “Series D Private Placement”) (i) an aggregate of
GP Nurmenkari Inc. acted as the placement agent for the Offering (the “Series D Placement Agent”). In connection with the Series D Private Placement, pursuant to an Engagement Letter between the Company and the Series D Placement Agent, the Company agreed to pay the Series D Placement Agent (i) a cash fee equal to
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of the Series D Preferred Stock are as set forth in the form of Certificate of Designations (the “Series D Certificate of Designations”), which was filed with the Secretary of State for the State of Delaware on June 9, 2025. The Series D Preferred Stock is convertible into Series D Conversion Shares at the election of the holder at any time at an initial conversion price of $
The holders of the Series D Preferred Stock are entitled to dividends of
Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Series D 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
The Series D Certificate of Designations includes certain Triggering Events (as defined in the Series D 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 Series D Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series D Preferred Stock when due. In connection with a Triggering Event, each holder of Series D Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series D Preferred Stock at a premium set forth in the Series D Certificate of Designations.
The Company is 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 Series D Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.
There is no established public trading market for the Series D Preferred Stock and the Company does not intend to list the Series D Preferred Stock on any national securities exchange or nationally recognized trading system.
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.
Series D Warrants
The Series D Warrants are exercisable immediately at an exercise price of $
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Amendment to Series D Warrants
On August 14, 2025, the Company entered into an amendment (the “Series D Warrant Amendment”) to the Series D Warrants with holders of the Series D Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series D Warrants 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 holders of the Series D Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b)
First Amendment to 2025 Placement Agent Warrants
On August 14, 2025, the Company entered into an amendment (the “2025 Placement Agent Warrant Amendment”) to the warrants issued pursuant to that certain engagement letter, by and between the Company and GP Nurmenkari Inc., dated June 9, 2025 (the “2025 Placement Agent Warrants”), in its capacity as the Series C Placement Agent, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the 2025 Placement Agent Warrants 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 holders of the 2025 Placement Agent Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the 2025 Placement Agent Warrant, and (b)
Registration Rights
In connection with the Series D Purchase Agreement, on June 9, 2025, the Company and the Series D Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company was required to file a resale registration statement (the “Resale Registration Statement”) with the SEC to register for resale (i) the Series D Conversion Shares, (ii) the Series D Warrant Shares, (iii) the Consultant Warrant Shares (see Note 5: Other Commitments—Consulting Agreement— Consulting Agreement with James Altucher and Z-List Media) and (iv) the shares underlying warrants issued to the Series D Placement Agent. The Resale Registration Statement was declared effective by the SEC on July 17, 2025. The Company is required to maintain the effectiveness of the Resale Registration Statement pursuant to the terms of the Registration Rights Agreement.
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Series B Common Stock Warrants
Pursuant to a November 17, 2022 private placement, the Company issued to investors warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional warrants with the same terms to purchase
The warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.
During the three months ended September 30, 2025 and 2024, the Company recorded a gain of $
Accounting Treatment of September 2024 Private Placement
Series C Preferred Shares
The Series C Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) certain contingent redemption options and 2) variable share-settled installment conversions. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statement of Comprehensive Loss. The Company estimated the approximately $
The discount to the fair value is included as a reduction to the carrying value of the Series C Preferred Shares. During 2024, the Company recorded a total discount of approximately $
The modification of terms pursuant to the Series C Certificate of Amendment on June 9, 2025 resulted in accounting treatment as an extinguishment and reissuance of the outstanding Series C Preferred Shares. As a result of the extinguishment, the Company relieved $
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During the nine months ended September 30, 2025, the Company settled $
During the three and nine months ended September 30, 2025, the Company recorded gains of $
Series C Common Stock Warrants
Pursuant to the Series C Offering, the Company issued to investors Series C Warrants to purchase
In connection with the June 2025 Private Placement, the number of Series C Investor Warrants outstanding increased to
The Series C Warrants were determined at issuance to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Series C Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.
The Second Series C Warrant Amendment amended the Fundamental Transaction provision so that it no longer represents an obligation to repurchase the Company’s shares and, as such, resulted in the reclassification of the Series C Warrants to be considered equity classified as they were no longer in the scope of ASC 480 and were determined not to be precluded from equity classification under ASC 815. In accordance with ASC 815-40, the Company remeasured the Series C Warrants at fair value as of September 30, 2025, and recognized the change in fair value as a non-cash loss of $
During the three and nine months ended September 30, 2025, the Company recorded total losses of $
Accounting Treatment of June 2025 Private Placement
Series D Preferred Shares
The Series D Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) certain contingent redemption options, 2) variable share-settled installment conversions, and 3) contingent dividends. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statement of Comprehensive Loss. The Company estimated the approximately $
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of
The discount to the fair value is included as a reduction to the carrying value of the Series D Preferred Shares. During the three months ended June 30, 2025, the Company recorded a total discount of approximately $
During the three and nine months ended September 30, 2025, the Company settled $
During the three and nine months ended September 30, 2025, the Company recorded a gain of $
Series D Common Stock Warrants
The Company assessed the Series D Warrants under ASC 480 and ASC 815 and determined that they did not meet the requirements to be classified in stockholders’ equity upon issuance. As such, the Company recorded the Series D Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants upon issuance. The fair value of the Series D Warrants of approximately $
Pursuant to the Engagement Letter, the Company issued to the Placement Agent additional Series D Warrants to purchase
Transaction costs incurred attributable to the Private Placement of approximately $
The Series D Warrant Amendment amended the potential payout in a Fundamental Transaction to be in line with the fair value of the Series D Warrants and removed the ability for the Series D Warrant exercise price to decrease in event that was not tied to the issuance of the Company’s shares, resulting in the reclassification of the Series D Warrants to be considered equity classified as they were determined not to no longer be precluded from equity classification under ASC 815. In accordance with ASC 815-40, the Company remeasured the Series D Warrants at fair value as of June 30, 2025, recognized the change in fair value as a non-cash loss of $
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Reverse Stock Split
At the Company’s annual meeting of stockholders held on December 20, 2023, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s outstanding shares of Common Stock, at any ratio between 1-for-8 and 1-for-25. On April 4, 2024, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every 25 shares of the Common Stock outstanding before the Reverse Stock Split was combined and reclassified into one share of Common Stock. These financial statements have been adjusted to retrospectively reflect the Reverse Stock Split.
Based upon the Reverse Stock Split and Series B Offering, the total number of Series B Warrants held by the Series B investors has been adjusted to
Note 7 – Stock-Based Compensation:
2020 Equity Incentive Plan
Upon completion of the Spin-Off, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective on December 7, 2020. On December 20, 2023, the Company held its annual meeting of stockholders at which time the Company’s stockholders approved an amendment to the Company’s 2020 Plan was amended to increase the total number of shares of Common Stock authorized for issuance from
The Compensation Committee of the Company’s board of directors (the “Committee”) administers the 2020 Plan and has full power to grant stock options and Common Stock, construe and interpret the 2020 Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. The Committee, in its absolute discretion, may award Common Stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting.
Stock and Option Grants
The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2025:
| | | | | | | | | | |
|
| |
| |
| Weighted- |
| | ||
| | | | | | Average | | Aggregate | ||
| | | | Weighted- | | Remaining | | Intrinsic | ||
| | Number | | Average | | Contractual | | Value | ||
| | of | | Exercise | | Term | | (in | ||
| | Shares | | Price | | (Years) | | thousands) | ||
Options outstanding at January 1, 2025 |
| | | $ | |
| | $ | | |
Options granted |
| | | $ | |
| |
| | |
Less options forfeited |
| — | | $ | — |
| — | |
| — |
Less options expired/cancelled |
| — | | $ | — |
| — | |
| — |
Less options exercised |
| — | | $ | — |
| — | |
| — |
Options outstanding at September 30, 2025 |
| | | $ | |
| | $ | | |
Options exercisable at September 30, 2025 |
| | | $ | |
| | $ | | |
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The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $
On April 3, 2025, the Company granted an aggregate of
On July 14, 2025, the Company granted an aggregate of
As of September 30, 2025, the Company had unrecognized stock option expense of $
Restricted Stock Units
On June 30, 2025, the Company granted an aggregate of
On October 17, 2025, the Company granted an aggregate of
Director’s Compensation Policy
On March 29, 2023, the Company adopted an amended and restated non-employee director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase up to
Restricted Stock Issuances
On January 9, 2025, the Company issued
Stock Compensation Expense
The Company currently estimates, beginning at the closing date of the Series B offering, implied volatility factor for all options and warrants based upon the Company’s historical volatility. From November 21, 2022 to June 2025, the Company computed implied
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volatility based upon a blend of the Parent Company’s and Company’s historical volatility along with the volatility of selected comparable publicly traded companies as, at that time, the Company lacked sufficient historical stock trading activity. It incorporated the historical volatility of the Parent Company as the Parent Company’s historical volatility provides a good estimation of the Company’s volatility since its operations were identical to the Company’s prior to the Spin-Off. Since June 2025, the Company used its own implied volatility coupled with comparable company volatilities to arrive at a reasonable estimate of total volatility.
The Company recorded total expenses relating to the outstanding stock options and RSUs of $
Note 8 – Common Stock Warrants:
The table below presents a reconciliation of the Company’s outstanding and exercisable warrants for the nine months ended September 30, 2025:
| | |
|
| Number |
| | of shares |
Warrants outstanding and exercisable December 31, 2024 | | |
Warrants issued | | |
Warrants exercised |
| ( |
Warrants expired |
| |
Warrants outstanding September 30, 2025 | | |
Warrants exercisable September 30, 2025 |
| |
During the nine months ended September 30, 2025, the Company issued: (i)
As of September 30, 2025, the weighted average exercise price and the weighted average remaining life of the total warrants were $
From October 1 to November 8, 2025, investors exercised
Note 9 - Fair Value on a Recurring Basis:
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | | | | | | |
| | | | September 30, | | December 31, | ||
Description |
| Level |
| 2025 |
| 2024 | ||
Liabilities: |
|
|
| |
|
| |
|
Warrant liability (Note 6) |
| 3 | | $ | | | $ | |
Derivative liability (Note 6) |
| 3 | | $ | | | $ | |
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The following table sets forth a summary of the change in the fair value of the Series B Warrant liability that is measured at fair value on a recurring basis:
| | | |
Balance on December 31, 2024 |
| $ | |
Change in fair value of warrant liabilities | |
| |
Balance on September 30, 2025 | | $ | |
The following table sets forth a summary of the change in the fair value of the Series C Warrant liability that is measured at fair value on a recurring basis:
| | | |
Balance on December 31, 2024 |
| $ | |
Change in fair value of warrant liabilities | | | |
Reclassification of warrant liability upon amendment | | | ( |
Balance on September 30, 2025 | | $ | — |
The following table sets forth a summary of the change in the fair value of the Series D Warrant liability that is measured at fair value on a recurring basis:
| | | |
Balance on December 31, 2024 |
| $ | — |
Fair value of warrant liabilities upon issuance | | | |
Change in fair value of warrant liabilities | | | |
Reclassification of warrant liability upon amendment | | | ( |
Balance on September 30, 2025 | | $ | — |
The following table sets forth a summary of the change in the fair value of the Series C Preferred Stock bifurcated embedded derivative liability that is measured at fair value on a recurring basis:
| | | |
Balance on December 31, 2024 |
| $ | |
Change in fair value from January 1, 2025 to June 9, 2025 | | | |
Balance on June 9, 2025 prior to amendment | | | |
Change in fair value of derivative liability Series C Preferred Stock based upon amendment | | | ( |
Balance on June 9, 2025 after amendment | | | |
Change in fair value of derivative liability from June 9, 2025 to June 30, 2025 | | | ( |
Balance on June 30, 2025 | | | |
Change in fair value of derivative liability third quarter 2025 | | | ( |
Balance September 30, 2025 | | $ | — |
The following table sets forth a summary of the change in the fair value of the Series D Preferred Stock bifurcated embedded derivative liability that is measured at fair value on a recurring basis:
| | | |
Balance on December 31, 2024 |
| $ | — |
Fair value of derivative liability upon issuance | |
| |
Change in fair value of derivative liability Series D Preferred Stock | |
| ( |
Balance on September 30, 2025 | | $ | |
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Note 10 – Business Segment:
The Company operates in
The Company’s cryptocurrency treasury strategy is managed by the Executive Chairman of the Board in conjunction with the Company’s Chairman of the Audit Committee of the Board and does not represent a separate business segment.
In addition to the significant expense categories included within net loss presented on the Company’s Condensed Consolidated Statements of Comprehensive Loss, the following table disaggregates the components of research and development expenses:
| | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
External clinical development expenses | | $ | | | $ | | | $ | | | $ | |
Personnel related and stock-based compensation | |
| | |
| | |
| | |
| |
Other research and development expenses | |
| | |
| | |
| | |
| |
Total research and development expenses | | $ | | | $ | | | $ | | | $ | |
Note 11 – Subsequent Events
In addition to the events disclosed below, refer to Notes 1, 3, 6, 7, 8 and 11 for disclosure of applicable subsequent events.
Yuma Subscription
On October 20, 2025, the Company purchased $
Series E Preferred Stock Financing
On October 13, 2025, 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 “Financing”) (i) an aggregate of
The terms of the Series E Preferred Stock are as set forth in the Certificate of Designations, attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q (the “Certificate of Designations”), which was filed with the Secretary of State for the State of Delaware prior to the closing of the Financing. The Series E Preferred Stock will be convertible into Conversion Shares at the election of the holder at any time at an initial conversion price of $
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The holders of the Series E Preferred Stock will be entitled to dividends of
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
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 Series E Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series E 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 Series E 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 $
GP Nurmenkari Engagement Letter
GP Nurmenkari Inc. acted as the placement agent for the Financing (the “Placement Agent”). In connection with the Financing, pursuant to an Engagement Letter (the “Engagement Letter”) between the Company and the Placement Agent, the Company agreed to pay the Placement Agent (i) a cash fee equal to
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Registration Rights Agreement
The Series E 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 October 13, 2025, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company was required to file a resale registration statement (the “Registration Statement”) with the SEC to register for resale
The foregoing descriptions of the Purchase Agreement, the Warrants, the Certificate of Designations, the Registration Rights Agreement and the Engagement Letter 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 and the Engagement Letter, forms of which are filed as exhibits to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2024.
The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the unaudited financial statements contained in this report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Basis of Presentation
The unaudited financial statements for the nine months ended September 30, 2025 and 2024 include a summary of our significant accounting policies and should be read in conjunction with the discussion below and our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in the financial statements. All such adjustments are of a normal recurring nature.
Overview
TAO Synergies Inc. (formerly known as Synaptogenix, Inc.) was previously a biopharmaceutical company with product candidates in pre-clinical and clinical development. We began operations in October 2012. The Company was principally focused on developing a product platform based upon a drug candidate called Bryostatin-1 for the treatment of Alzheimer’s disease. The Company was also evaluating Bryostatin-1 for other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile X syndrome, Multiple Sclerosis, and Niemann-Pick Type C disease, which have undergone pre-clinical testing.
Neurotrope, our predecessor company, had been a party to a technology license and services agreement with the original Blanchette Rockefeller Neurosciences Institute (which has been known as Cognitive Research Enterprises, Inc. since October 2016), and its affiliate NRV II, LLC, which we collectively refer to herein as “CRE,” pursuant to which we now have an exclusive non-transferable license to certain patents and technologies required to develop our proposed products. We were formed for the primary purpose of commercializing the technologies initially developed by BRNI for therapeutic applications for AD or other cognitive dysfunctions. These technologies have been under development by BRNI since 1999 and, until March 2013, had been financed through funding from a variety of non-investor sources (which include not-for-profit foundations, the NIH, which is part of the U.S. Department of Health and Human Services, and individual philanthropists). From March 2013 forward, development of the licensed technology has been funded principally through us in collaboration with CRE.
On June 9, 2025, in connection with the Company’s previously announced exploration of strategic opportunities, the Company announced the launch of a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. On June 25, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State for the State of Delaware, effective June 26, 2025, to change the name of the Company from “Synaptogenix, Inc.” to “TAO Synergies Inc.” On September 26, 2025, the Company formed a subsidiary TAOX Florida Inc. for the purpose of facilitating the Company’s expansion into the cryptocurrency treasury strategy business.
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Recent Developments
Exploring Strategic Alternatives
In December 2024, the Company announced via press release that the board of directors of Synaptogenix (the “Board”) had formed an independent special committee (the “Special Committee”) to explore strategic opportunities to create and enhance value for investors, including promising drug development platforms and/or compelling new technologies and services. Management has reviewed Synaptogenix’s financial position and has concluded that Synaptogenix’s continuing financial strength offset by anticipated future burn rate and publicly traded stock as currency allows the Special Committee to have the resources to continue evaluating potential strategic opportunities.
As a result of the Special Committee’s efforts, the Company launched its differentiated cryptocurrency treasury strategy, as described above, to stake TAO for revenue generation and capital appreciation, a strategy which underscores the Company’s mission to create value for shareholders.
September 2024 Private Placement
On September 10, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Purchase Agreement”) with certain accredited investors (the “Series C Investors”), pursuant to which it agreed to sell to the Series C Investors (i) in a registered direct offering, an aggregate of 1,793 shares of the Company’s newly-designated Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the “Series C Preferred Stock”), initially convertible into up to 448,250 shares of Common Stock (the “Registered Conversion Shares”) and (ii) in a concurrent private placement, an aggregate of 3,207 shares of the Series C Preferred Stock, initially convertible into up to 801,750 shares of Common Stock (the “Unregistered Conversion Shares” and, together with the Registered Conversion Shares, the “Series C Conversion Shares”) as well as warrants (the “Series C Warrants”) to acquire up to an aggregate of 1,250,000 shares of Common Stock (the “Series C Warrant Shares”) (the registered direct offering and the concurrent private placement collectively, the “Series C Offering”).
GP Nurmenkari Inc. acted as the Series C Placement Agent. In connection with the Series C Offering, pursuant to an Engagement Letter between the Company and the Series C Placement Agent, we agreed to pay the Series C Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds from any sale of securities in the Series C Offering and (ii) warrants to purchase shares of Common Stock equal to 3.0% of the number of shares of Common Stock that the Series C Preferred Stock are initially convertible into, with an exercise price of $4.00 per share and a five-year term.
The terms of the Series C Preferred Stock are as set forth in the Series C Certificate of Designations, which was filed with the Secretary of State for the State of Delaware on September 12, 2024. The Series C Preferred Stock is convertible into Series C Conversion Shares at the election of the holder at any time at the Series C Conversion Price. The Series C 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 Series C Conversion Price (subject to certain exceptions). We were required to redeem the Series C Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Series C Certificate of Designations).
The holders of the Series C Preferred Shares were entitled to dividends of 5% per annum, compounded quarterly, which were payable in cash. Upon the occurrence and during the continuance of a Triggering Event (defined in the Series C Certificate of Designations), the Series C Preferred Shares would accrue dividends at the rate of 15% per annum. The holders of Series C Preferred Shares were entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock were entitled to vote upon, with the number of votes per Series C Preferred Share equal to the stated value of such Series C Preferred Share divided by the “Minimum Price” (as defined in Rule 5635 of the Listing Rules of the Nasdaq Stock Market) immediately prior to the date of the Series C Purchase Agreement.
Notwithstanding the foregoing, the Company’s ability to settle conversions was 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 receives Nasdaq Stockholder Approval. The Company received Nasdaq Stockholder Approval of these matters at a meeting held on December 6, 2024. Further, the Series C Certificate of Designations contained a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Certificate of Designations or Series C Warrants.
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The Series C Certificate of Designations included certain Triggering Events (as defined in the Series C 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 Series C Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series C Preferred Shares when due. In connection with a Triggering Event, each holder of Series C Preferred Shares was able to require the Company to redeem in cash any or all of the holder’s Series C Preferred Shares at a premium set forth in the Series C Certificate of Designations.
The Series C Warrants are exercisable immediately at the Series C Exercise Price and expire five years from the date of issuance. The Series C 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 Series C Exercise Price (subject to certain exceptions). There is no established public trading market for the Series C Warrants and the Company does not intend to list the Series C Warrants on any national securities exchange or nationally recognized trading system.
In connection with the Series C Purchase Agreement, on September 10, 2024, the Company and the Series C Investors entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the SEC to register for resale 200% of the Unregistered Conversion Shares and 200% of the Series C Warrant Shares. The Company filed a registration statement for the resale of such securities on October 10, 2024, which was declared effective by the SEC on October 21, 2024. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement.
Amendment to Series C Preferred Certificate of Designations
In connection with entry into the Series D Purchase Agreement (as defined below), on June 9, 2025, the Company filed a certificate of amendment (the “Series C Certificate of Amendment”) to the Series C Certificate of Designation, pursuant to which, among other things, the Company and 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 amended the definition of Change of Control Redemption Premium related to the volatility input to 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).
First Amendment to Series C Warrants
In connection with entry into the Series D Purchase Agreement (as defined below), on June 9, 2025, the Company entered into an amendment (the “First Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants to amend certain provisions as follows: (i) to modify the Black Scholes Consideration Value (as defined therein) and Black Scholes Value (as defined therein) calculation inputs 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) to modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants 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 holders of the Series C Warrants.
Second Amendment to Series C Warrants
On August 14, 2025, the Company entered into a second amendment (the “Second Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants 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 holders of the Series C Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b) 125% of the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series C Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction (as defined therein) and ending on the consummation thereof and (2)
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the remaining aggregate exercise price of the Series C Warrant, to the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b) the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series C Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series C Warrant, and (ii) to remove the provision providing for an increase in the exercise price of the Series C Warrants upon (a) the increase or decrease of the purchase or exercise price of any options, (b) the issuance of additional consideration upon the conversion of any convertible securities or (c) the increase or decrease of the rate of conversion of any convertible securities.
During the nine months ended September 30, 2025, the Company settled $4,285,000 of the Series C Preferred Stock through $1,430,000 of cash redemptions and conversion of $2,855,000 into 951,667 shares of Common Stock and payment of $80,312 of accrued dividends in cash through installment redemptions. In conjunction with the redemptions and conversion during the nine months ended September 30, 2025, the Company recognized a deemed dividend of $105,722 related to cash premiums and relieved $343,332 of the Series C Preferred Stock premium recognized in conjunction with the amendment to the Series C Preferred Stock.
June 2025 Private Placement
On June 9, 2025, the Company entered into a Securities Purchase Agreement (the “Series D Purchase Agreement”) with certain accredited investors (the “Series D Investors”), pursuant to which it agreed to sell to the Investors in a private placement (the “Series D 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 “Series D Preferred Stock”), initially convertible into up to 1,833,333 shares of the Company’s Common Stock, par value $0.0001 per share 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 “Series D Warrants”). The shares of Common Stock issuable upon conversion of the Series D Preferred Stock are referred to as the “Series D Conversion Shares.”
GP Nurmenkari Inc. acted as the placement agent for the Offering (the “Series D Placement Agent”). In connection with the Series D Private Placement, pursuant to an Engagement Letter between the Company and the Series D Placement Agent, the Company agreed to pay the Series D Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds from any sale of securities in the Series D 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 Series D Preferred Stock are initially convertible into, with an exercise price of $3.00 per share and a five-year term.
The terms of the Series D Preferred Stock are as set forth in the form of Certificate of Designations (the “Series D Certificate of Designations”), which was filed with the Secretary of State for the State of Delaware on June 9, 2025. The Series D Preferred Stock is convertible into Series D Conversion Shares at the election of the holder at any time at an initial conversion price of $3.00 (the “Series D Conversion Price”). The Series D 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 Series D Conversion Price (subject to certain exceptions). The Company is required to redeem the Series D 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 Series D Certificate of Designations).
The holders of the Series D Preferred Stock are 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 Series D Certificate of Designations), the Series D Preferred Stock will accrue dividends at the rate of 15% per annum. The holders of Series D 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 share of Series D Preferred Stock equal to the stated value of such share of Series D Preferred Stock divided by the then-applicable Series D Conversion Price; provided, however that in no event shall the then-applicable Series D 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 Series D Purchase Agreement.
Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Series D 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 received stockholder approval of these matters at a meeting held on August 6, 2025. Further, the Series D Certificate of Designations contains a certain beneficial ownership
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limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series D Certificate of Designations or Series D Warrants.
The Series D Certificate of Designations includes certain Triggering Events (as defined in the Series D 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 Series D Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series D Preferred Stock when due. In connection with a Triggering Event, each holder of Series D Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series D Preferred Stock at a premium set forth in the Series D Certificate of Designations.
The Company is 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 Series D Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.
There is no established public trading market for the Series D Preferred Stock and the Company does not intend to list the Series D Preferred Stock on any national securities exchange or nationally recognized trading system.
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.
During the three and nine months ended September 30, 2025, the Company settled $4,296,438 of the Series D Preferred Stock through conversions into 1,432,146 shares of Common Stock.
Series D Warrants
The Series D Warrants are exercisable immediately at an exercise price of $3.00 per share (the “Series D Exercise Price”) and expire five years from the date of issuance. The Series D 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 Series D Exercise Price (subject to certain exceptions). There is no established public trading market for the Series D Warrants and the Company does not intend to list the Series D Warrants on any national securities exchange or nationally recognized trading system.
Amendment to Series D Warrants
On August 14, 2025, the Company entered into an amendment (the “Series D Warrant Amendment”) to the Series D Warrants with holders of the Series D Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series D Warrants 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 holders of the Series D Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b) 125% of the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series D Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction (as defined therein) and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series D Warrant, to the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b) the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series D Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series D Warrant, and (ii) to remove the provision providing for an increase in the exercise price of the Series D Warrants upon (a) the increase or decrease of the purchase or exercise price of any options, (b) the issuance of additional consideration upon the conversion of any convertible securities or (c) the increase or decrease of the rate of conversion of any convertible securities.
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Registration Rights
In connection with entry into the Series D Purchase Agreement, on June 9, 2025, the Company and the Series D Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company was required to file a resale registration statement (the “Resale Registration Statement”) with the SEC to register for resale (i) the Series D Conversion Shares, (ii) the Series D Warrant Shares, (iii) the Consultant Warrant Shares (see Note 5: Other Commitments—Consulting Agreement— Consulting Agreement with James Altucher and Z-List Media) and (iv) the shares underlying warrants issued to the Series D Placement Agent. The Resale Registration Statement was declared effective by the SEC on July 17, 2025. The Company is required to maintain the effectiveness of the Resale Registration Statement pursuant to the terms of the Registration Rights Agreement.
Series B Common Stock Warrants
Pursuant to a November 17, 2022 private placement, the Company issued to investors warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional warrants with the same terms to purchase 2,323 shares of Common Stock with the same terms (the “Series B Broker Warrants”). The Series B Broker Warrants are within the scope of ASC 718 pursuant to ASC 718-10-20 but are subject to liability classification as they would be required to be classified as liabilities in accordance with ASC 480.
The warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.
During the three months ended September 30, 2025 and 2024, the Company recorded a gain of $106,000 and a loss of $33,000, respectively, related to the change in fair value of the Series B warrant liability, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of $336,000 and $129,000, respectively, related to the change in fair value of the Series B warrant liability, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. The fair value of the warrants of approximately $646,000 was estimated at September 30, 2025 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 2.14 years; equity volatility of 130%; and a risk-free interest rate of 3.54%.
Other Development Projects
To the extent resources permit, we may pursue development of selected technology platforms with indications related to the treatment of various disorders, including neurodegenerative disorders such as AD, based on our currently licensed technology and/or technologies available from third party licensors or collaborators.
Nemours Agreement
On September 5, 2018, we announced a collaboration with Nemours, a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, we announced our memorandum of understanding with Nemours A.I. DuPont Hospital (“Nemours”) to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X. We intend to provide the Bryostatin-1 drug product candidate and obtain the IND and Nemours intends to provide the clinical site and attendant support for the trial. We and Nemours, jointly, will develop the trial protocol. We currently estimate our total trial and IND cost to be approximately $2 million. As of the end of the period covered by this quarterly report, we have incurred cumulative expenses associated with this agreement of approximately $100,000.
We have filed for an IND with the FDA. The FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics. We are currently evaluating our plans to advance Fragile X development.
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Cleveland Clinic
On February 23, 2022, we announced our collaboration with Cleveland Clinic to pursue possible treatments for MS, and on July 19, 2023, we announced that we had entered into an agreement with Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in MS. Cleveland Clinic will manage the clinical trial’s implementation, including an IND submission to the FDA and patient enrollment. Cleveland Clinic has enrolled three subjects and has dosed two to - date, with the total planned enrollment in the MS Trial of 20 subjects. The total estimated costs associated with this collaboration are approximately $2.0 million. As of September 30, 2025, we have incurred expenses due to Cleveland Clinic approximately $563,000 of which $250,459 was expensed during the nine months ended September 30, 2025.
In December 2024, the Company announced via press release the termination of its agreement with the Cleveland Clinic due to the slow pace of enrollment in the Phase 1 clinical trial. The termination of the agreement was one of various actions authorized by the Board, designed to reduce the Company’s cash burn rate.
Results of Operations
Comparison of the three months ended September 30, 2025 and 2024
The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024:
| | | | | | | | | | | | |
| | Three Months ended | | | | | |
| ||||
| | September 30, | | Dollar | | |
| |||||
|
| 2025 |
| 2024 |
| Change |
| % Change |
| |||
Staking revenue | | $ | 203,371 | | | — | | $ | 203,371 | | NA | |
Operating Expenses: | |
|
| |
|
| |
|
|
|
| |
Research and development expenses | | $ | 54,388 | | $ | 222,897 | | $ | (168,509) | | (75.6) | % |
General and administrative expenses | | $ | 1,948,483 | | $ | 1,136,772 | | $ | 811,711 | | 71.4 | % |
Warrant issuance costs | | $ | — | | $ | 618,375 | | $ | (618,375) | | NA | |
Other expense, net | | $ | (2,123,747) | | $ | (3,763,969) | | $ | 1,640,222 | | (43.6) | % |
Net loss | | $ | (3,923,247) | | $ | (5,742,013) | | $ | 1,818,766 | | (31.7) | % |
Revenues
We generated operating revenues for the three months ended September 30, 2025 from staking TAO tokens versus none for the comparable period in 2024.
Operating Expenses
Overview
Total operating expenses for the three months ended September 30, 2025 were $2,002,871 as compared to $1,978,044 for the three months ended September 30, 2024, an increase of approximately 1.3%. The increase in total operating expenses is due to the increase in general and administrative expenses partially offset by warrant issuance costs and by the decrease in research and development expenses.
Research and Development Expenses
For the three months ended September 30, 2025, we incurred $54,388 in research and development expenses as compared to $222,897 for the three months ended September 30, 2024, a decrease of approximately 75.6%. These expenses were incurred primarily in connection with developing the potential AD therapeutic product and the MS trial with Cleveland Clinic during the three months ended September 30, 2024. Of these expenses, for the three months ended September 30, 2025, $27,305 was incurred principally relating to our product development and storage of drug product, $13,279 for clinical consulting services, $7,534 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $6,270 for development of alternative drug supply with Stanford University; comparatively, for the three months ended September 30, 2024, $31,630 was incurred principally relating to our confirmatory clinical trial and related storage of drug product, $173,797 for clinical consulting services, $7,534 of
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amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $9,936 for development of alternative drug supply with Stanford University.
Our research and development expenses have decreased as our Cleveland Clinic trial for AD was concluded by the end of 2024 and our MS clinical trial was discontinued. Other development expenses might increase, as our resources permit, in order to advance our potential products. We are continuing to determine how to proceed with respect to our other current development programs for Bryostatin-1.
General and Administrative and Warrant Expenses
We incurred $1,948,483 and $1,755,147 of general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 11.0%. The three months ended September 30, 2024 results included warrant issuance costs associated with the Series C Private Placement of $618,375. During the three months ended September 30, 2025, $212,341 was incurred primarily for wages, bonuses, vacation pay, severance, taxes and insurance, versus $315,830 for the three months ended September 30, 2024. The decrease resulted primarily from compensation reductions for our President and our Chief Executive Officer and decreased executive bonuses. $403,789 was incurred for legal expenses versus $113,173 for the 2024 comparable period. The increase in legal fees for 2025 resulted from the Company changing its business strategy, restructuring and financing. $785,385 was incurred for outside operations consulting services during the three months ended September 30, 2025, versus $258,990 for the comparable period in 2024. The higher amount for the 2025 period reflects non-cash expenses associated with warrants issued to crytcocurrency experts totaling $336,838. $12,502 was incurred for travel expenses during the three months ended September 30, 2025, versus $26,226 for the comparable period in 2024 as Company officers and directors conducted overseas due diligence for strategic investments in 2024. $105,379 was incurred for investor relations services during the three months ended September 30, 2025, versus $95,314 for the comparable period in 2024. $54,310 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services during the three months ended September 30, 2025, versus $58,995 for the comparable period in 2024; $144,913 was incurred for insurance during the three months ended June 30, 2025, versus $161,467 for the comparable period in 2024. The decrease in insurance expense is attributable to lower premiums; $176,090 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other expenses during the three months ended September 30, 2025, versus $102,986 for the comparable period in 2024. The increase is attributable to credits for lower franchise taxes paid during the 2024 period credited to 2024. $53,774 was recorded as non-cash stock options compensation expense during the three months ended September 30, 2025, versus $3,791 for the comparable period in 2024. The increase for the current period is attributable to granting of stock options awards during the current quarter.
Other Income (loss)
We recognized total other expenses of $(2,123,747) for the three months ended September 30, 2025 as compared to $(3,763,969) for the three months ended September 30, 2025, which consisted, for 2025 and 2024, of interest income on funds deposited in interest-bearing money market accounts and investments in short-term U.S. treasury bills and changes in fair value of warrant and derivative liabilities and offering costs. The decrease in interest income and unrealized gains on treasury bills totaling $257,389 for the three months ended September 30, 2025 is primarily attributable to the decrease in cash balances over the period and lower interest rates. The total decrease in other income is primarily attributable to the decrease in interest income as noted above, the unrealized loss on digital asset investments of 2,382,129 offset by the decrease in loss in issuance of Series C Preferred Stock of approximately $3.8 million, the decrease in fair value of derivative and warrant liabilities of $455,090 and reduction in net loss in equity investment of 12,025.
Net income (loss)
We recognized losses of $(3,923,247) and $(5,742,013) for the three months ended September 30, 2025 and 2024, respectively. The decreased loss was primarily attributable to the decrease in research and development expenses, the decrease in other losses partially offset by the increase in general and administrative expenses.
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Comparison of the nine months ended September 30, 2025 and 2024
The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:
| | | | | | | | | | | | |
| | Nine Months ended | | | | | |
| ||||
| | September 30, | | Dollar | | |
| |||||
|
| 2025 |
| 2024 |
| Change |
| % Change |
| |||
Staking revenue | | $ | 207,333 |
| $ | — | | $ | 207,333 |
| NA | |
Operating Expenses: | |
|
|
| |
| |
|
|
|
| |
Research and development expenses | | $ | 263,759 | | $ | 1,174,217 | | $ | (910,455) |
| (77.5) | % |
General and administrative expenses | | $ | 5,148,227 | | $ | 3,457,916 | | $ | 1,690,311 |
| 48.9 | % |
Warrant issuance costs | | $ | 699,845 | | $ | 618,375 | | $ | 81,470 | | 13.2 | % |
Other expenses, net | | $ | (15,149,658) | | $ | (1,971,516) | | $ | (13,178,142) |
| (668.4) | % |
Net income (loss) | | $ | (21,054,156) | | $ | (7,222,021) | | $ | (13,832,135) |
| 191.5 | % |
Revenues
We generated operating revenues for the nine months ended September 30, 2025 from staking TAO tokens.
Operating Expenses
Overview
Total operating expenses for the nine months ended September 30, 2025 were $6,111,831 as compared to $5,250,505 for the nine months ended September 30, 2024, an increase of approximately 16.4%. The increase in total operating expenses is due to the increase in general and administrative expenses and warrant issuance costs partially offset by the decrease in research and development expenses.
Research and Development Expenses
For the nine months ended September 30, 2025, we incurred $263,759 in research and development expenses as compared to $1,174,214 for the nine months ended September 30, 2024, a decrease of approximately 77.5%. These expenses were incurred primarily in connection with developing the potential AD therapeutic product and the MS trial with Cleveland Clinic during the nine months ended September 30, 2024. Of these expenses, for the nine months ended September 30, 2025, $137,953 was incurred principally relating to our product development and storage of drug product, $70,362 for clinical consulting services, $22,438 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $33,006 for development of alternative drug supply with Stanford University. Comparatively, for the nine months ended September 30, 2024, $697,899 was incurred principally relating to our confirmatory clinical trial and related storage of drug product, $426,523 for clinical consulting services, $22,107 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, $27,685 for development of alternative drug supply with Stanford University.
Our research and development expenses have decreased as our Cleveland Clinic trial for AD was concluded by the end of 2024 and our MS clinical trial was discontinued. Other development expenses might increase, as our resources permit, in order to advance our potential products. We are continuing to determine how to proceed with respect to our other current development programs for Bryostatin-1.
General and Administrative and Warrant Expenses
We incurred $5,848,072 and $4,076,291 of general and administrative expenses for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 43.5%. The nine months ended September 30, 2025 results included warrant issuance costs associated with the Series D Private Placement of approximately $700,000 for 2025 versus approximately 618,000 associated with the Series C Private Placement during the comparable 2024 period. During the nine months ended September 30, 2025, $662,132 was incurred primarily for wages, bonuses, vacation pay, severance, taxes and insurance, versus $986,382 for the nine months ended September 30, 2024. The decrease resulted primarily from compensation reductions for our President and our Chief Executive Officer and lower bonuses. $804,746 was incurred for legal expenses versus $397,123 for the 2024 comparable period. The increased
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legal fees for 2025 is based upon the Company changing its business strategy, restructuring and financing. $1,290,215 was incurred for outside operations consulting services during the nine months ended September 30, 2025. The higher amount for the 2025 period reflects non-cash expenses associated with warrants issued to cryptocurrency experts totaling 336,838 versus $751,761 for the comparable period in 2024. $38,831 was incurred for travel expenses during the nine months ended September 30, 2025, versus $83,412 for the comparable period in 2024 as Company officers and directors conducted overseas due diligence for strategic investments in 2024. $309,814 was incurred for investor relations services during the nine months ended September 30, 2025, versus $316,249 for the comparable period in 2024. $195,022 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services during the nine months ended September 30, 2025, versus $214,192 for the comparable period in 2024. $424,848 was incurred for insurance during the nine months ended September 30, 2025, versus $470,695 for the comparable period in 2024. The decrease is attributable to lower premiums. $395,904 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other expenses during the nine months ended September 30, 2025, versus $216,484 for the comparable period in 2024. The increase is attributable to credits for lower franchise taxes paid during the 2024 period credited to 2024. $1,026,715 was recorded as non-cash stock options compensation expense during the nine months ended September 30, 2025, versus $21,618 for the comparable period in 2024. The increase for the current period is attributable to granting of restricted stock and stock options awards during the current period.
Other Income (loss)
We recognized total other expenses of $(15,149,658) for the nine months ended September 30, 2025 as compared to $(1,971,516) for the nine months ended September 30, 2025, which consisted, for 2025 of unrealized losses on digital assets, and for both 2025 and 2024, interest income on funds deposited in interest-bearing money market accounts and investments in short-term U.S. treasury bills and changes in fair value of warrant and derivative liabilities and offering costs. The decrease in interest income and unrealized gains on treasury bills totaling $716,160 for the nine months ended September 30, 2025 is primarily attributable to the decrease in cash balances over the period and lower interest rates. The total increase in other expenses is primarily attributable to the decrease in interest income as noted above, the unrealized loss on digital asset investments of 2,396,497, the increase in warrant and derivative liabilities of approximately $13.9 million offset by the decrease in loss in issuance of Series C Preferred Stock of approximately $3.8 million.
Net income (loss)
We recognized losses of $(21,054,156) and $(7,222,021) for the nine months ended September 30, 2025 and 2024, respectively. The increased loss was primarily attributable to the increase in general and administrative, other expenses and decrease in interest income partially offset by a decrease in research and development expenses.
Financial Condition, Liquidity and Capital Resources
Cash and Working Capital
Since inception, we have incurred negative cash flows from operations. As of September 30, 2025, we had working capital of $7,306,830 as compared to working capital of $16,706,587 as of December 31, 2024. The $600,243 decrease in working capital was primarily attributable to approximately $4.9 million of proceeds from the Series D Private Placement, approximately $2.0 million of proceeds from warrant exercises and approximately $380,000 of interest income partially offset by $5.1 million of operating expenses and redemption of Series C Preferred Stock of approximately $1.6 million.
We expect that our current cash and cash equivalents and Tao tokens value of approximately $34.0 million in total will be sufficient to support our projected operating requirements for at least the next 12 months from the date of this Quarterly Report on Form 10-Q, which may include the continuing development of Bryostatin-1 for neurodegenerative diseases.
We expect to require additional capital in order to accumulate enough capital to acquire our previously stated target amount of TAO and to otherwise pursue our business strategy. However, additional future funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to invest in our operations and otherwise suffer harm to our business. Any additional equity financing, if available, may not be available on favorable terms, would most likely be significantly dilutive to our current stockholders and debt financing, if available, and may involve restrictive covenants. If we are able to access funds through collaborative or licensing arrangements, we may be required to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize
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on our own, on terms that are not favorable to us. Our ability to access capital when needed is not assured and, if not achieved on a timely basis, would likely materially harm our business and financial condition.
Sources and Uses of Liquidity
We expect to continue to incur expenses, resulting in losses and negative cash flows from operations, over at least the next several quarters as we continue to evaluate developing AD and other therapeutic products while also executing our cryptocurrency treasury strategy.
| | | | | | |
| | Nine Months Ended September 30, | ||||
|
| 2025 |
| 2024 | ||
Cash used in operating activities | | $ | 3,944,213 | | $ | 3,716,123 |
Cash used in investing activities | | $ | 17,570,203 | | $ | 1,000,000 |
Cash provided by (used in) financing activities | | $ | 5,303,622 | | $ | (4,319,595) |
Net Cash Used in Operating Activities
Cash used in operating activities was $3,944,213 for the nine months ended September 30, 2025, compared to $3,716,123 for the nine months ended September 30, 2024. The $228,090 increase primarily resulted from the increase in non-cash expenses and change in fair value of liabilities of approximately $11.2 million, an increase in accounts payable and accrued expenses of approximately $0.5 million and the unrealized loss of approximately $2.4 million from cryptocurrency and a decrease in prepaid expenses of approximately $0.3 million partially offset by, non-cash revenue from digital assets of approximately $0.2 million and the increase in net loss of approximately $13.8 million.
Net Cash Provided by (Used in) Investing Activities
Net cash used in investing activities was approximately $17.6 million for the nine months ended September 30, 2025 compared to $1.0 million for the nine months ended September 30, 2024. The cash used in investing activities for the nine months ended September 30, 2024 was for the purchase of cryptocurrency for the Company’s treasury strategy. Cash used for the nine months ended September 30, 2024 was for the purchase of debt securities for a strategic investment.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities was $5,303,622 for the nine months ended September 30, 2025 compared to $4,319,595 used in financing activities for the nine months ended September 30, 2024. The cash provided by financing activities for the nine months ended June 30, 2025 consisted of proceeds from the Company’s Series D Preferred Stock offering and proceeds from exercise of investor warrants partially offset by principal and dividend payments applied to our outstanding Series C Preferred Stock outstanding. Cash used for the nine months ended September 30, 2024 was for the redemption of principal and dividends paid on our Series B Preferred Stock outstanding partially offset by proceeds from our Series C Preferred Stock offering.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to a smaller reporting company.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on their evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are not effective due to: inadequate segregation of duties consistent with control objectives in the areas over certain payroll and banking systems and user access controls; ineffective processes over period end financial disclosure and reporting including documentation of GAAP disclosure and reporting reviews supporting the financial reporting process and changes to chart of accounts; and ineffective information technology (IT) general computing controls including lack of risk and design assessments supporting IT security policies and procedures, user access, and IT controls within third party contracts. These weaknesses may affect management’s ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.
We previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, that our management, including the then Chairman of the Board, principal executive officer and principal financial and accounting officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, such internal controls and procedures were not effective to detect the inappropriate application of US generally accepted accounting principles.
Based on management’s review, our Executive Chairman of the Board and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of September 30, 2025. Notwithstanding the material weaknesses described above, our management, including the Executive Chairman of the Board and Chief Financial Officer, has concluded that financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects our financial condition, results of operations, and cash flows as of and for the periods presented in this Quarterly Report on Form 10-Q.
Changes in Internal Controls over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, the Company implemented new controls associated with its cryptocurrency treasury strategy. These new controls include procedures related to the use of third-party vendors to safeguard and manage the digital assets as well as management developed tools to monitor cash, investment, equity transactions and the fair value of digital assets. Other than these changes, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, such controls.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Investing in our securities involves significant risk. Our business, prospects, financial condition or operating results could be materially adversely affected by the risks identified below, as well as other risks not currently known to us or that we currently consider immaterial. Furthermore, these factors represent risks and uncertainties that could cause actual results to differ materially from those implied by forward-looking statements. Accordingly, in evaluating our business, we encourage you to consider the following discussion of risk factors, in its entirety, in addition to other information contained in this Quarterly Report on Form 10-Q and our other public filings with the SEC. The following risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.
In the following discussion of risk factors, References to “we,” “us,” “our” and similar terms refer to TAO Synergies Inc.
Risks Related to Our Media Platform
Our ownership and operation of The TAO Daily, an online news publication and data provider in the digital asset industry, presents a number of significant risks, including those arising from perceived or actual conflicts of interest.
We recently announced the launch of The TAO Daily, an online news publication and data provider in the digital asset industry focused on the Bittensor ecosystem. The TAO Daily plays a large role in aggregating, creating and disseminating news and other editorial content focused on TAO and the Bittensor ecosystem across the global digital asset industry. It is possible that The TAO Daily’s news coverage could influence trading prices and demand for TAO, and it is also possible that consumers of The TAO Daily’s content may not appreciate that The TAO Daily’s owner has substantial financial interests in TAO, despite information to that effect on The TAO Daily’s website. As a result, some consumers of The TAO Daily’s content may place greater weight on such content than they would if they were aware of TAO Synergies’ ownership stake, and this could cause the trading prices of TAO or our common stock to be higher than they would otherwise.
In addition, as a public company, we expect to have access to material non-public information regarding market activities, trading volumes and other proprietary information from other businesses that could influence trading decisions. The TAO Daily, while intended to provide objective news coverage, may inadvertently become privy to such material non-public information. The sharing of such material non-public information, whether intentional or inadvertent, could lead to allegations of insider trading, market manipulation or other claims if The TAO Daily broadcasts or leverages this information in a manner that could advantage certain investors in TAO Synergies, or advantage holders of TAO.
TAO Synergies’ ownership and operation of The TAO Daily may also create a perception among market participants that The TAO Daily is biased in favor of TAO Synergies. Information regarding TAO Synergies’ ownership of The TAO Daily is publicly disclosed on The TAO Daily’s homepage. Investors may question the integrity of The TAO Daily’s reporting, fearing that it may be influenced by TAO Synergies’ business objectives or to manage its public image, particularly during periods of heightened volatility in the prices of our common stock or digital assets generally, or during periods of operational challenges. Any perceived or actual conflicts of interest could damage TAO Synergies’ or The TAO Daily’s reputation and undermine investor confidence. Negative press and public opinion could adversely impact our business and the price of our common stock.
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Furthermore, the dual operation of a public company and a news publication may attract heightened scrutiny from regulatory bodies. Regulators may closely monitor TAO Synergies’ compliance with securities laws and regulations governing the use and dissemination of material non-public information, which could lead to investigations or sanctions if TAO Synergies or The TAO Daily are alleged to have violated any applicable laws. While we are implementing policies and procedures to limit and mitigate such risks, including information barriers to ensure compliance with securities laws relating to material non-public information, there is no assurance that such policies and procedures will be effective, or that we will be able to manage such conflicts of interest adequately. If we fail to manage these conflicts of interests, or if any of the foregoing risks were to materialize or be perceived negatively by market participants, we may be exposed to adverse media coverage, regulatory investigations and legal proceedings, leading to adverse impacts on our reputation, business, financial position and share price.
Our strategy and focus on delivering high-quality, regulated, easy-to-use, and secure digital asset-related information through our media platform The TAO Daily may not maximize short-term or medium-term financial results.
We have taken, and expect to continue to take, actions that we believe to be in the best interests of our existing and potential investors and the long-term interests of our business, even if those actions do not necessarily maximize short-term or medium-term results. These may include expending significant managerial, technical, and legal efforts on complying with laws and regulations that are applicable to our products and services and ensuring that products are secure. Our public and regulated status may also limit our ability to expand our product and services offerings or extend such offerings to certain markets and locations, which may result in us missing material opportunities to generate revenue. We also intend to focus on driving long-term engagement with users through innovation and developing new products and technologies. We may also make acquisitions or investments that may be highly speculative in nature and in some cases, the costs of such acquisitions may be substantial, and there is no assurance that we will receive a favorable return on investment for our acquisitions. Additionally, management decisions regarding capital allocation may not always yield the expected economic benefits. These decisions may not be consistent with the short-term and medium-term expectations of our shareholders and may not produce the long-term benefits that are expected, which could have an adverse effect on our business, operating results, and financial condition.
Our success depends on our ability to effectively improve and scale our technical and data infrastructure.
Our ability to attract, retain, and protect our users is dependent upon the reliable performance and increasing capabilities and integration of our platform and our underlying technical and data infrastructure. As our business continues to grow in size, scope and complexity, and as legal requirements and consumer expectations continue to evolve, we must continue to invest significant resources to maintain, integrate, improve, upgrade, scale and protect our platform and technical and data infrastructure, including some legacy systems. Our failure to do so effectively, or any significant disruption in our service or adverse impact on user experience, could damage our reputation, result in a potential loss of users or missed opportunities, subject us to fines and civil liability and/or adversely affect our financial results.
As we periodically augment and enhance our financial systems, we may experience disruptions or difficulties that could adversely affect our operations, the management of our finances and the effectiveness of our internal control over financial reporting, which in turn may negatively impact our ability to manage our business and to accurately forecast and report our results, which could harm our business.
Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively, cause us to incur significant costs, subject us to significant liability and/or damage our reputation.
Our operations depend on our ability to protect our information systems against interruption, breach or other damage. Our systems store and process confidential user, employee and other sensitive personal and Company data. In addition, we rely on the technology, systems and services provided by third-party vendors (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery, administrative functions (including payroll processing and certain finance and accounting functions) and other operations.
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We regularly face attempts to breach our security and compromise our information technology systems from a broad range of actors. These actors, whether internal or external to the Company, may use a blend of technology and social engineering techniques (including denial of service attacks, ransomware, phishing or business email compromise attempts intended to induce our employees, business affiliates and users to disclose information or unwittingly provide access to systems or data, and other techniques) to disrupt service, exfiltrate data or otherwise interfere with our business. Information security threats are constantly evolving in sophistication and volume and attackers may use generative AI and machine learning to launch more automated, targeted, sophisticated and coordinated attacks against targets, potentially increasing the difficulty of detecting and successfully defending against them. A successful breach could occur and persist for an extended period of time before being detected. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of factors such as the high-profile nature of our business operations and the various jurisdictions in which we and our third-party providers operate; the use of generative AI tools; remote and hybrid working; employee use of personal devices, which may not have the same level of protection as Company devices and networks; and use of legacy software systems. Cybersecurity vulnerabilities can also arise from human error, fraud or malice on the part of our employees, other insiders or third parties, or from technology or product enhancements or the migration of information and data to new technology platforms, systems or applications. From time to time, we experience security incidents and other network and information systems disruptions. To date, no incidents have had a material adverse effect on our business, financial condition or results of operations. However, there is no assurance that incidents or disruptions will not have a material adverse effect in the future. There is also no guarantee that a series of related issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence.
In addition, our systems, and those of the third parties with which we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of power, systems or connectivity outages; natural disasters (including increased storm severity and flooding), which may occur more frequently or with more severity as a result of climate change; fires; human error, fraud or malice; public health conditions; acts of terrorism; or other similar events.
We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resiliency of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors. These efforts are expensive to develop, implement and maintain; require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated; and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to respond to and recover from a security incident and/or to mitigate any security vulnerabilities that may be identified in the future could be significant. Additionally, any contractual protections with our third-party vendors, including our right to indemnification, if any at all, may be limited or insufficient to prevent a negative impact on our business from a security incident.
There can also be no assurance that the actions, measures and controls we have implemented will be effective or that they will be sufficient to prevent a future security incident or other disruption, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services; improper access, use, alteration or disclosure of personal data or other confidential information; loss of information; or theft or misuse of our intellectual property. In addition, if we experience or are perceived to experience a security incident, or are perceived to fail to respond appropriately to any security incident that we may experience, it could divert management’s attention; require us to expend resources to investigate, respond to and recover from such a security incident or defend against further attacks; subject us to litigation, regulatory or other government inquiries or investigations and/or liability; harm our reputation; or otherwise adversely affect our business, financial condition or results of operations.
While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover losses related to any future incidents involving our data or systems, and we cannot be certain our insurance coverage will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim.
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We may be unable to adequately protect our information systems from cyberattacks, which could result in the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure.
We rely on information technology systems that we or our third-party providers operate to process, transmit and store electronic information in the operation of our media platform, The TAO Daily and in our day-to-day operations. In connection with the operation of The TAO Daily, and in our product discovery efforts we may collect and use a variety of personal data, such as name, mailing address, email addresses, phone number and clinical trial information. A successful cyberattack could result in the theft or destruction of intellectual property, data, or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, denial-of-service, social engineering fraud or other means to threaten data security, confidentiality, integrity and availability. A successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. Although we devote resources to protect our information systems, we realize that cyberattacks are a threat, and there can be no assurance that our efforts will prevent information security breaches that would result in business, legal, financial or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of our clinical data or patients’ personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., HIPAA, as amended by HITECH), and international law (e.g., the GDPR) and may cause a material adverse impact to our reputation, affect our ability to conduct new studies and potentially disrupt our business.
In addition, the computer systems of various third parties on which we rely, and other contractors, consultants and law and accounting firms, may sustain damage from computer viruses, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters (including hurricanes and earthquakes), terrorism, war and telecommunication and electrical failures. We rely on our third-party providers to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. If we or our third-party providers fail to maintain or protect our information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to our information technology systems, we or our third-party providers could have difficulty preventing, detecting and controlling such cyber-attacks and any such attacks could result in losses described above as well as disputes with physicians, patients and our partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flows. Any failure by such third parties to prevent or mitigate security breaches or improper access to or disclosure of such information could have similarly adverse consequences for us. If we are unable to prevent or mitigate the impact of such security or data privacy breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential disruption to our business.
Our failure to comply with data protection laws and regulations could lead to government enforcement actions, private litigation and/or adverse publicity and could negatively affect our operating results and business.
We are subject to data protection laws and regulations that address privacy and data security with respect to our new media platform, The TAO Daily. The legislative and regulatory landscape for data protection continues to evolve, and there has been an increasing focus on privacy and data security issues with the potential to affect our business. In the United States, numerous federal and state laws and regulations, including state data breach notification laws, state health information privacy laws, and federal consumer protection laws govern the collection, use, disclosure and protection of health-related and other personal data. Many U.S. states are also enacting consumer privacy statutes to enhance protections for personal data and to provide residents with more choices concerning their data collected by businesses, increasing compliance complexity and increasing risks of failures to comply.
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In addition, foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the United States. Data localization laws in some countries generally mandate that certain types of data collected in a particular country be stored and/or processed within that country. We could be subject to audits in Europe and around the world, particularly in the areas of consumer and data protection, as we operate our business. Legislators and regulators may make legal and regulatory changes, or interpret and apply existing laws, in ways that require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices. These changes or increased costs could negatively impact our business and results of operations in material ways. For example, the General Data Protection Regulation (“GDPR”) imposes requirements in the European Economic Area relating to, among other things, consent to process personal data of individuals, the information provided to individuals regarding the processing of their personal data, the security and confidentiality of personal data, notifications in the event of data breaches and use of third-party processors. GDPR also imposes restrictions on the transfer of personal data from the EEA to third countries like the United States.
Applicable data privacy and data protection laws may conflict with each other, and by complying with the laws or regulations of one jurisdiction, we cannot be assured of compliance with the laws or regulations of another jurisdiction. Despite our efforts, we may not have fully complied in the past and may not in the future. Furthermore, the number of government investigations related to data security incidents and privacy violations continues to increase and government investigations typically require significant resources and generate negative publicity, which could harm our business and reputation. Failure to comply with data protection laws may expose us to risk of enforcement actions taken by data protection authorities or other regulatory agencies, private rights of action in some jurisdictions, potential significant fines and penalties if we are found to be non-compliant, and/or adverse publicity, any of which could negatively affect our operating results and business.
Our business depends on continued and unimpeded access to the internet and cloud-based hosting services we utilize.
We currently utilize third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing, storage and bandwidth needs. Any interruptions to these services could result in interruptions in service to our users, advertisers and/or our critical business functions, notwithstanding business continuity or disaster recovery plans or agreements that may currently be in place with these providers. This could result in unanticipated downtime and/or harm to our operations, reputation and operating results. A transition of these services to different cloud providers would be difficult, time consuming and costly to implement. In addition, if hosting costs increase over time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase disproportionately.
In addition, if we or those who engage with our content experience disruptions in internet service or if internet service providers are able to block, degrade or charge for access to our content, it could decrease the demand for, or the usage of, our content and products, increase our cost of doing business and adversely affect our operating results.
Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising trends and the evolution of our strategy.
We may derive revenue from the sale of advertising on our media platform The TAO Daily. Our advertising revenue may be sensitive to the macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions. Our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow audiences, collect and leverage data, and demonstrate the value of our advertising and the effectiveness of our platform to advertisers. In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our platform, focus of our coverage, size and demographics of our audience, public sentiment about our platform, advertising rates, targeting capabilities, results observed by advertisers, and perceived effectiveness of advertising offerings and alternative advertising options.
Companies with large digital platforms, which have greater audience reach, audience data and targeting capabilities than we do, command a large share of the digital advertising market, and we anticipate that this will continue. In addition, there is increasing demand for digital advertising in formats that are dominated by these platforms, particularly vertical short-form video and streaming, and we may not be able to compete effectively in these formats. The remaining market is subject to significant competition among publishers and other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates and resulting revenues.
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Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale also play a significant role in the marketplace and represent another source of competition. They have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers, especially during periods of economic downturn.
The evolving standards for delivery of digital advertising, as well as the development and implementation of technology, regulations, policies, practices and consumer expectations that adversely affect our ability to deliver, target or measure the effectiveness of advertising (including blocking the display of advertising, the phase-out of browser support for third-party cookies and of mobile operating systems for advertising identifiers, rapidly evolving privacy regulations and platform requirements providing for additional consumer rights), may also adversely affect our advertising revenues if we are unable to develop effective solutions to mitigate their impact.
Our digital advertising offerings include products that use proprietary first-party data to target and generate predictive insights and help inform our clients’ advertising strategies. Our ability to quickly and effectively evolve these products; the volume, quality, and price of competitive products; and continued changes to industry regulation all have the potential to impact the success of this strategy. Our digital advertising operations also rely on technologies (particularly ad servers) that, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our potential advertising revenues, operating costs and/or operating results.
Risks Related to our Crypto Asset Strategy
Our operating results are dependent on the price of TAO. If such price declines, our business, operating results, and financial condition would be adversely affected.
Any declines in the volume of crypto asset transactions, the price of crypto assets, or market liquidity for crypto assets generally may adversely affect our operating results. We have significant investments in TAO. As of October 31, 2025, we held digital intangible assets valued at approximately $29.0 million. Thus, changes in the value of TAO will generally have a significant impact on our results. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of crypto assets.
The market price of Bittensor’s TAO token has been highly volatile and could decline sharply at any time. For example, TAO’s price experienced a rise of over 1000% in 2024, reaching a high above $767 in April 2024, and subsequently corrected by roughly 45% from that peak. Such extreme fluctuations could significantly increase or reduce the value of our TAO holdings within a short period. The market price of TAO can be driven by a variety of factors beyond our control, including speculative investor behavior, regulatory developments, changes in market liquidity, the adoption and performance of the Bittensor network, cybersecurity incidents, macroeconomic events, or negative publicity about digital assets generally or TAO specifically. Because we have invested a substantial portion of our treasury in TAO, a major downturn in TAO’s market price could materially impair the value of our assets and even jeopardize our ability to meet cash needs or financial obligations.
The price of crypto assets and associated demand for buying, selling, and trading of crypto assets have also historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain crypto assets, including bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the crypto asset industry such as Celsius, Voyager, and FTX impacted crypto asset prices in 2022 and the majority of 2023. We believe that the approval and launch of spot-based Bitcoin ETFs in the U.S. in the first quarter of 2024 and the election of President Donald Trump in the fourth quarter of 2024 contributed to an increase in the crypto market capitalization during 2024. However, the crypto market subsequently experienced a general decline in the first half of 2025.
The price and trading volume of any crypto asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:
| ● | market conditions across the cryptoeconomy; |
| ● | changes in liquidity, volume, and trading activities; |
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| ● | trading activities on crypto asset trading platforms worldwide, many of which may be unregulated, and may include manipulative activities; |
| ● | investment and trading activities of highly active retail and institutional users, speculators, miners, and investors; |
| ● | the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial asset worldwide, if at all; |
| ● | decreased user and investor confidence in crypto assets and crypto asset trading platforms; |
| ● | negative publicity and events relating to the cryptoeconomy; |
| ● | unpredictable social media coverage or “trending” of crypto assets; |
| ● | the ability for crypto assets to meet user and investor demands; |
| ● | the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for use in various applications; |
| ● | consumer preferences and perceived value of crypto assets and crypto asset markets; |
| ● | increased competition from other payment services or other crypto assets that exhibit better speed, security, scalability, or other characteristics; |
| ● | regulatory (including enforcement) or legislative changes and updates affecting the cryptoeconomy; |
| ● | the characterization of crypto assets under the laws of various jurisdictions around the world; |
| ● | the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners, validators, and developers worldwide; |
| ● | the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; |
| ● | ongoing technological viability and security of crypto assets and their associated smart contracts, applications, and networks, including vulnerabilities against hacks and scalability; |
| ● | fees and speed associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto asset trading platforms; |
| ● | financial strength of market participants; |
| ● | the availability and cost of funding and capital; |
| ● | the liquidity of crypto asset trading platforms; |
| ● | interruptions in service from or failures of major crypto asset trading platforms; |
| ● | availability of an active derivatives market for various crypto assets; |
| ● | availability of banking and payment services to support cryptocurrency-related projects; |
| ● | level of interest rates and inflation; |
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| ● | monetary policies of governments, trade restrictions, and fiat currency devaluations; and |
| ● | national and international economic and political conditions. |
Furthermore, crypto asset prices may be subject to market manipulation or distortion, including pump-and-dump schemes, wash trading, spoofing, and front-running, particularly on unregulated exchanges. Such manipulation could significantly impact the perceived value and trading volume of TAO and undermine investor confidence in the crypto asset market, adversely affecting our business.
There is no assurance that any crypto asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of crypto assets or the demand for trading crypto assets decline, our business, operating results, and financial condition could be adversely affected.
Certain of our directors, officers, employees and independent contractors may hold crypto assets.
Certain of our directors, officers, employees, and independent contractors may hold crypto assets, including the same crypto assets in which we invest, or have other crypto-related personal investments. Such persons may actively invest in crypto projects and crypto assets on their own behalf, which could incentivize them to take actions (or refrain from actions) that favor their personal crypto holdings or related business interests over our interests and the interests of our shareholders. Our affiliates may also have substantial direct investments in crypto assets and are under no obligation to prioritize or consider our interests when managing those investments, potentially leading to conflicts of interest. Certain of our directors, officers, employees, and independent contractors may have outside business ventures or participate in other crypto-related initiatives, potentially diverting their time, attention, and resources away from our Company. Our internal policies and procedures may not fully eliminate these conflicts, and there is no assurance that the personal or outside interests of these individuals will consistently align with our interests or those of our shareholders. If such conflicts are not adequately managed, our decision-making processes, corporate governance, market perception, and overall financial performance may be adversely affected.
We may seek to raise additional capital in the future to support our digital asset treasury strategy, including the acquisition of TAO, and we cannot predict the timing of any such financing.
We may pursue additional financing to support our digital asset treasury strategy, which may involve acquiring, holding, or managing TAO, as part of our corporate treasury operations. These financing activities could include the issuance of equity or equity-linked securities in public offerings, as well as issuing equity or equity-linked securities in exchange for TAO, which may result in substantial dilution to existing stockholders. The timing, amount, and terms of any such financing will depend on market conditions and our strategic objectives, and we cannot predict when or if such financing will occur. Any such financing may not be available on favorable terms, or at all.
In addition, the value and volatility of digital assets like TAO may require us to maintain higher levels of liquidity or collateral, potentially increasing our need for capital. If we issue additional shares or securities convertible into or exercisable for shares of our common stock, our existing stockholders may experience dilution of their ownership interests, and the market price of our common stock may decline. There can be no assurance that any future financing will be available on acceptable terms, or at all, and any inability to raise capital when needed could adversely affect our financial condition and strategic initiatives.
Our financial results are heavily dependent on TAO, significantly increasing our exposure to crypto asset market volatility, valuation uncertainty, and concentrated credit risks.
Our holdings in crypto assets are focused on TAO, which subjects us to heightened risks related to asset concentration and market volatility. A substantial decline in demand for TAO, if not offset by interest in other assets, would materially and adversely impact our revenues and overall financial performance. This concentration also amplifies our vulnerability to downturns in the broader crypto market, exposing us to outsized losses, asset write-downs, liquidity constraints, and difficulties in meeting collateral obligations.
Moreover, a significant percentage of the TAO tokens in circulation is concentrated among a relatively small number of holders, including network validators, early participants, and large - scale staking entities. This concentration increases the risk that a small number of parties could exert outsized influence over governance decisions, validator selection, network upgrades, and the market for TAO. If large holders were to coordinate, they could act in ways that disadvantage us or smaller participants, including by influencing
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the direction of protocol development, restricting access to certain subnets, or taking positions that destabilize the market price of TAO. Concentrated ownership also heightens the risk of large, sudden dispositions of TAO, which could adversely affect liquidity and price stability. Any of these developments could impair our ability to rely on the Bittensor network, reduce the value of its holdings, or otherwise adversely affect its business, financial condition, and results of operations.
Additionally, accurately valuing crypto assets, including TAO, can be challenging, especially during periods of market stress. Crypto assets trade globally across numerous exchanges, many of which are lightly regulated, causing significant price volatility and disparities across trading venues. The absence of a centralized market or definitive closing price means valuations can be unreliable or temporarily distorted due to liquidity shortages, market disruptions, or manipulation. Such valuation uncertainties complicate the accurate determination of our financial position and make it difficult for auditors to verify our asset values.
Moreover, new accounting standards requiring adjustments to how we mark crypto assets to market values could introduce substantial fluctuations in our reported earnings. These valuation changes might also trigger unintended tax liabilities, resulting in increased tax expenses or additional compliance burdens.
Our concentrated crypto asset holdings further expose us to credit risks. For instance, maintaining large asset balances with a single custodian or significant lending exposure to a single counterparty within the crypto industry could substantially increase the severity of an adverse event, as the failure or insolvency of such entities would directly jeopardize a major portion of our assets.
Bittensor, a decentralized AI blockchain network using a “Proof-of-Intelligence” consensus model tied to AI model performance, faces significant technical, operational, scalability, governance, and regulatory risks, including dependence on third-party off-chain infrastructure, potential vulnerabilities in AI validation processes, limited scalability, decentralized governance inefficiencies, and regulatory uncertainties, all of which could adversely impact the value and adoption of its native TAO token.
TAO functions on the Bittensor network, which operates as a decentralized AI network built on a custom blockchain utilizing the Substrate framework and employs a novel consensus mechanism known as “Proof-of-Intelligence,” whereby blockchain validation and token rewards are directly tied to AI model performance. The complex architecture of this system introduces significant technical and operational risks. Given the sophisticated blockchain infrastructure and Bittensor’s specialized AI-focused subnets, there exists a heightened potential for software errors, system vulnerabilities, and unforeseen operational disruptions. Such events could result in extended network downtime, diminished user confidence, or even irreversible losses of digital assets.
Moreover, Bittensor heavily depends on off-chain infrastructure for executing AI computations, leading to inherent trust and transparency issues. Users must rely on third-party providers to execute AI tasks accurately and securely. Any inaccuracies, misreporting, malicious actions, or operational failures in these off-chain processes could significantly damage the reliability and overall reputation of the Bittensor network and negatively impact the TAO token’s value.
The decentralized nature of Bittensor further presents notable scalability challenges. As participation increases, the complexity and resource-intensiveness of validating and evaluating AI model contributions can create bottlenecks and degrade system performance. These scalability constraints could prevent Bittensor from effectively competing with centralized AI platforms, potentially limiting widespread adoption and constraining growth in demand for the TAO token.
In addition, maintaining robust quality control and verifying AI outputs within the Bittensor ecosystem pose ongoing challenges. While the platform employs a competitive, reputation-based reward system to incentivize quality contributions, this structure remains vulnerable to risks such as validator collusion, sabotage among competing model providers, and manipulation of reputation or reward mechanisms. Without robust on-chain verification processes, incorrect or deceptive AI outputs may proliferate, eroding trust and undermining the perceived value of services provided through the network.
The value and liquidity of the TAO token also depends substantially on its adoption among developers, researchers, and other users within decentralized AI markets. If Bittensor fails to expand beyond niche communities or becomes overshadowed by centralized AI alternatives, it may experience decreased demand for its services. This scenario would negatively impact the market price and liquidity of TAO, adversely affecting our financial position.
The decentralized governance structure of Bittensor, managed through consensus among TAO token holders, also introduces additional risks related to decision-making delays, political friction, and governance inefficiencies. Regulatory ambiguity and increased scrutiny surrounding decentralized AI systems and crypto tokens further compound these governance challenges. Adverse regulatory
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actions, unclear legal interpretations, or new compliance obligations could impose substantial additional costs or operational restrictions, or potentially force cessation of certain business activities altogether. This regulatory uncertainty could also deter institutional adoption and broader acceptance of Bittensor, further limiting its potential growth and stability. Collectively, these technical, operational, market, governance, and regulatory risks could result in substantial volatility in the value of TAO, materially affecting our business strategy involving this asset.
In addition, Subtensor currently uses a proof-of-authority model under which a small, permissioned set of validators operated by the Opentensor Foundation produces and finalizes blocks; by contrast, Yuma Consensus is an on-chain emissions algorithm that computes rewards from validator rankings of model performance and does not provide consensus or finality. Reliance on this authority set centralizes transaction ordering and finality and increases the risk of network halts, delayed processing, or selective censorship if operators fail, are compromised, or change policies. Compromise or misuse of authority signing keys, software defects, or misconfiguration may require emergency coordination or restricted operating modes and could disrupt our ability to acquire, transfer, or dispose of TAO, potentially triggering exchange or custodian pauses, reduced liquidity, wider spreads, and price volatility. Concentration at the authority layer also creates a single point of operational and regulatory leverage: legal orders, sanctions, or jurisdictional restrictions directed at the Foundation or authority operators could compel blocking, reordering, or exclusion of transactions or participants. The composition, permissions, and parameters of the authority set may change on short notice, and elevated security and key-management demands increase the risk of downtime or reorganizations; authority control can also amplify governance disputes. Collectively, these factors may impair network reliability and perceived decentralization, reduce adoption and TAO liquidity, and adversely affect our business, financial condition, and results of operations.
The open-source and decentralized design of crypto asset networks, including the Bittensor network on which the TAO crypto asset functions, exposes us to risks related to forks, air drops, incidental rights, and related technological and operational disruptions.
Blockchain networks like Bittensor can also undergo “hard forks,” splitting into separate networks due to planned upgrades, technical disagreements, or vulnerabilities. In addition, events such as air drops or the granting of incidental rights may occur, resulting in the distribution of new or derivative digital assets. These events can create or duplicate assets and raise practical and legal considerations regarding whether, and how, holders are able to receive, claim, or use such assets.
In the event of an airdrop, hard fork, or the granting of incidental rights, we will decide how to proceed using its best judgment and, where required, after obtaining advice from legal, tax, accounting, and cybersecurity professionals. Public blockchain events such as airdrops and hard forks may create new assets or duplicate existing assets. We may lack the technical capability, private keys, or custodial support to receive, claim, hold, transfer, or secure these assets. Hard forks can enable replay of transactions and may require changes to key management and software. Claiming mechanisms and unsolicited token transfers can expose us to phishing, malicious smart contracts, dusting, and other cyber threats. Exchanges, custodians, and payment processors may pause or refuse support for a new asset or chain, which can disrupt our products and increase costs. In addition, receipt of airdropped or forked assets may be treated as taxable income upon our ability to exercise control, even if we cannot promptly monetize the asset, which could result in tax liabilities that exceed any related proceeds. Valuation and timing for tax purposes are uncertain and may be challenged by tax authorities. Regulators may also determine that certain airdropped or forked assets are securities, derivatives, or otherwise subject to registration, licensing, or compliance obligations, which could restrict our ability to hold, transfer, or monetize such assets and expose us to enforcement risk. The accounting treatment of these assets is complex and unsettled, and any misjudgment in recognition, valuation, or disclosure could lead to misstatements, restatements, or disagreements with our auditors. In addition, our custodians or other service providers may reserve contractual rights to retain or decline to support airdropped or forked assets, which could prevent us from realizing any economic benefit from these events. Any of these events could result in loss or theft of assets, unexpected tax obligations, service interruptions, or reduced revenue, and could adversely affect our business, financial condition, and results of operations.
Risks Related to the Custodian and Prime Broker
We face additional risks related to our reliance on BitGo Prime LLC (the “Prime Broker”) and BitGo Trust Company, Inc. (the “Custodian”), which are affiliated entities, for trading, custody, and settlement of TAO.
We rely on the Prime Broker’s proprietary trading system and the Custodian’s custodial and settlement services for executing and settling transactions in TAO. The Prime Broker’s trading system is subject to technical failures, operational errors, interruptions, or cyber-attacks that could lead to transaction failures, settlement delays, or loss of assets. Although the Prime Broker and the Custodian maintain policies and procedures to mitigate these risks, there is no guarantee these safeguards will prevent disruptions or losses. Any operational failures could materially harm our ability to conduct business operations.
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Additionally, transactions executed through the Prime Broker’s trading system and settled via the Custodian’s settlement services are final and irreversible once completed. If an error occurs (whether through human mistake, operational failure, or fraudulent activity) we may be unable to reverse or recover funds, resulting in potential significant losses. Except in cases involving fraud, gross negligence, or willful misconduct, the Custodian’s liability for direct damages arising from theft, operational errors, unauthorized access, or similar incidents may be limited to the fees paid or payable during the 6 months immediately preceding the incident. Both the Custodian’s and Prime Broker’s liability for direct damages caused by their gross negligence or willful misconduct may be limited to the value of the affected digital assets or fiat currency. The Prime Broker otherwise may not be liable for losses relating to theft, operational errors, unauthorized access, or similar incidents. Consequently, our recourse, including for losses of TAO held by the Custodian, Prime Broker, or their service providers, may be substantially limited.
Neither the Custodian nor the Prime Broker is a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or a broker-dealer and member of the Securities Investor Protection Corporation (“SIPC”). Therefore, deposits held with, or assets held by, the Custodian are not subject to the protections enjoyed by depositors with FDIC- or SIPC-member institutions. The Custodian has advised us that it maintains insurance policies in the amount of $250 million, in the aggregate, which are intended to cover the loss of client assets held by the Custodian. The insurance maintained by the Custodian may not be available or sufficient to protect us from all possible losses or sources of losses. The Custodian’s insurance may not cover the specific type of loss experienced by us. In addition, the TAO insurance markets are limited, and the level of insurance maintained by the Custodian may be substantially lower than the value of our assets. While the Custodian maintains certain capital reserve requirements based on the value of the assets under custody (which may provide additional means to cover client asset losses), we cannot be assured that the Custodian will maintain capital reserves sufficient to cover actual or potential losses with respect to our crypto assets.
Additionally, the security of crypto assets held by the Custodian depends significantly on how effectively the Custodian safeguards private cryptographic keys associated with such assets. Although the Custodian uses both “hot” (online) and “cold” (offline) storage mechanisms designed to balance security and operational needs, any crypto assets stored in hot wallets may be at increased risk of theft, hacking, or unauthorized access compared to those held solely in cold storage. Furthermore, the Custodian’s private key management practices, security protocols, and operational controls may not fully prevent cybersecurity breaches, human errors, or other security failures, which could result in partial or total loss of our crypto assets.
Moreover, in the event of an insolvency or bankruptcy of the Custodian in the future, given that the contractual protections and legal rights of customers with respect to crypto assets held on their behalf by third parties are relatively untested in a bankruptcy of an entity such as the Custodian in the crypto asset industry, there is a risk that our assets may be considered the property of the bankruptcy estate of the Custodian. We may be at risk of being treated as a general unsecured creditor of such entity and subject to the risk of total loss or significant impairment of the value of such assets.
Furthermore, the Prime Broker may engage in trading activities strictly as principal, meaning it may act as our direct counterparty rather than as an agent, fiduciary, or financial advisor. The Prime Broker may simultaneously engage in hedging transactions or market-making activities, potentially creating conflicts of interest, including scenarios where the Prime Broker’s market activities negatively impact pricing or liquidity in our transactions. We do not have full visibility into these market-making or hedging activities, and these activities could result in less favorable execution terms than we might obtain elsewhere.
Additionally, the Custodian’s custodial and settlement services depend on complex proprietary technology platforms and APIs provided by affiliates and third-party service providers. We are entirely dependent on the reliability and security of this technology infrastructure. Any operational disruption at the Custodian, Prime Broker, or their third-party providers could lead to delays, transaction failures, asset losses, or increased vulnerability to security breaches.
Regulatory scrutiny or enforcement actions directed at the Prime Broker or Custodian could also adversely impact their ability to offer services, force changes in business practices, or cause operational disruptions. Such events could materially impair our business activities, operations, and the value of our crypto assets held by the Custodian.
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Risks Related to Staking
Staking activities involve significant risks, including the risks of borrower default, operational failures and the potential loss of TAO, which could materially and adversely affect our financial performance and the value of our crypto assets.
Staking TAO tokens exposes us to a variety of operational, economic, technological, and regulatory risks. Although staking can generate rewards, the process involves locking or delegating our TAO tokens to a validator, thereby restricting our immediate liquidity and ability to freely trade or use these tokens and, for 18 months from November 5, 2025, limiting our ability to diversify validators for root subnet staking because we agreed to delegate at least 90% of TAO subject to root subnet staking to Yuma. Any operational disruptions, cybersecurity breaches, or software errors affecting our staking providers, validators, or the underlying blockchain network, including failures of the protocol to effect on-chain staking distributions, may result in partial or total loss of our staked TAO. In addition, the Yuma Agreement limits our recourse to a sole remedy for missed rewards, which does not include reward optimization, and generally caps Yuma’s aggregate liability at $5,000.
Unlike traditional financial instruments, staking and on-chain reward distrubtions are often final and irreversible once executed, increasing the risk associated with potential human errors, operational failures, or malicious activities. Additionally, the underlying validator operations and staking infrastructure may be subject to technical vulnerabilities or exploits. A failure, security breach, or operational deficiency in validator performance or infrastructure could significantly reduce or eliminate staking rewards or result in economic penalties that adversely affect our financial condition. Under our agreement with Yuma, our primary contractual remedy for service shortfalls is recovery of missed rewards, subject to an aggregate $5,000 cap and an exclusion of consequential and similar damages.
We depend on third-party providers, such as our Custodian, and affiliated or independent validators, including Yuma, to facilitate and manage our staking activities. If our Custodian or validator experiences financial distress, insolvency, cybersecurity incidents, or other operational failures, we may experience significant delays or difficulty recovering staked tokens, lose expected staking rewards, or incur permanent loss of the underlying staked assets. Additionally, third-party staking providers, including our Custodian and Yuma, may not maintain insurance coverage sufficient to protect us against all types of loss scenarios, leaving us potentially exposed to substantial economic risk. For a discussion of our staking program, see the section titled “—Our Cryptocurrency Asset Strategy—Our Staking Program” elsewhere in this Quarterly Report on Form 10-Q.
Staking activities may also subject us to regulatory uncertainty and evolving interpretations of securities, commodities, and financial services laws. Regulators may impose licensing, registration, reporting, or other compliance requirements on our staking activities, leading to increased legal and operational burdens, costs, or interruptions. Furthermore, we may be required to alter, limit, or cease staking activities altogether in response to future regulatory or enforcement developments. Our agreement with Yuma permits immediate termination if services cannot be performed in compliance with applicable law or due to heightened regulatory risk or changes in law that render continued involvement undesirable, illegal, or impracticable, which could result in sudden disruption or cessation of our their staking services. Disputes are subject to confidential, binding arbitration with a class-action waiver, which may limit judicial remedies.
With respect to staking activities, the Custodian’s or an affiliate’s liability for direct damages, including slashing penalties or missed staking rewards, is also limited. Specifically, liability for slashing penalties may be capped at staking service fees collected during the 6-month period prior to the relevant incident. Liability for missed rewards may be capped at staking service fees collected during the preceding 3-month period. The Custodian or an affiliate also may not be not liable for blockchain protocol malfunctions, software bugs, third-party validator errors, or any staking-related losses below $1,000 USD. Separately, our agreement with Yuma generally caps Yuma’s aggregate liability at $5,000, and Yuma disclaims consequential damages and is not liable for protocol-wide malfunctions or force-majeure events related to the blockchain.
Moreover, if any on-chain or implied protocol terms conflict with the Yuma Agreement, the agreement prevails. As the Bittensor protocol evolves, this “paramountcy” may cause frictions with network norms or expectations and may limit our ability to rely on protocol-level terms if they diverge from our contract.
The occurrence of any of these risks could materially impair our crypto asset holdings, adversely affect the financial performance of our business, and significantly diminish the value of our TAO tokens. Our ability to recover losses may be further limited by contractual liability caps, exclusive remedies, and arbitration provisions in our agreements with key providers.
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Our reliance on the Custodian and its third-party validator for TAO staking activities creates concentration and related risks.
We rely on the Custodian to facilitate our staking activities with respect to TAO tokens. Through its staking services, the Custodian holds and facilitates the staking of our TAO through third-party validators including Yuma. While we believe Yuma and any other validator have been selected by the Custodian due to their reputation for security, reliability, and operational performance, neither the Custodian nor any validator guarantees staking rewards, uninterrupted service, or protection against all operational or security risks. Our staked TAO could be subject to loss, reduction, or impaired liquidity due to validator performance issues, slashing-like economic penalties (in the form of reduced or eliminated rewards), cybersecurity breaches, network disruptions, regulatory actions, or technical failures affecting the Custodian’s staking infrastructure or the Bittensor blockchain itself. Moreover, we do not control Yuma’s operational practices or technical infrastructure, and we have limited visibility into or control over the processes by which staking rewards are generated and allocated. Yuma may terminate services immediately due to changes in law or heightened regulatory risk, which could disrupt our staking without advance notice.
In addition, our reliance on a limited number of third-party providers, notably our primary Custodian and the validator Yuma, creates a concentration of operational risk. The failure, underperformance, insolvency, or malfeasance of any key provider could materially and adversely affect our assets and staking operations. Given our significant reliance on Yuma as our principal validator, disruptions affecting Yuma, such as downtime, operational deficiencies, cybersecurity breaches, or withdrawal from the market, could leave us unable to promptly identify or transition to an equivalent validator. In addition, for 18 months from November 5, 2025, the Yuma Agreement requires us to delegate at least 90% of TAO subject to root submet staking to Yuma, which increases our concentration risk and may limit our ability to diversify or migrate quickly in response to performance or pricing changes. Yuma may assign its obligations to an affiliate or in connection with a change of control without our consent, which could change our counterparty risk profile. This could result in our TAO tokens remaining unstaked, thereby causing us to forego anticipated staking rewards, or forcing us to hurriedly redelegate our tokens, potentially leading to suboptimal returns or additional costs.
Furthermore, any material changes in the terms or fee structures imposed by our staking providers, including increased commission rates, more restrictive withdrawal conditions, or diminished service quality, may significantly reduce our net rewards, making our staking activities financially less attractive. Limited diversification among staking counterparties exacerbates our exposure to the operational, financial, and cybersecurity risks specific to these providers, analogous to counterparty risk in traditional financial services. Consequently, operational failures, security incidents, regulatory issues, or adverse business developments affecting our primary staking counterparties could significantly harm our business, financial condition, and the value of our crypto asset holdings.
Our TAO staking relies on the Custodian and our Validators, who may utilize subnet automated market maker (“AMM”) pools, exposing us to additional liquidity, market, and operational risks beyond our direct control.
We stake TAO tokens through arrangements facilitated and managed by the Custodian and its selected validators, tao5 and Yuma (together, the “Validators”). We do not currently engage in subnet staking or participate in AMM pools, but may do so in the future. Should we do so in the future, the economic viability of subnet AMM pools remains largely unproven, and these pools are subject to experimental and rapidly evolving technological and regulatory environments. Any adverse event affecting these AMM pools, including but not limited to unfavorable market conditions, liquidity shortages, smart contract vulnerabilities, cybersecurity breaches, or operational failures, could result in significant financial losses, impairment of the liquidity or value of our staked TAO, or even total loss of our crypto assets.
Crypto Asset Regulatory Risks
If crypto assets held by us are determined to be securities under U.S. federal or state law, we would become subject to significant regulatory burdens, which may materially and adversely affect its business, operations, and financial condition.
The legal characterization of crypto assets under U.S. securities laws remains unsettled and continues to evolve. If the U.S. Securities and Exchange Commission (“SEC”), another federal agency, or a state regulator determines that TAO or any other crypto asset held by us constitutes a security under the Securities Act of 1933, as amended (the “Securities Act”), or the Investment Company Act, we could become subject to extensive regulatory obligations. These obligations may include registration requirements, enhanced disclosure and reporting, restrictions on business activities, and compliance with corporate governance and custody standards.
We use a risk-based approach to evaluate whether TAO should be treated as a security under the U.S. federal securities laws. Our approach is informed by case law, SEC guidance, and evolving industry practices, and includes ongoing monitoring of regulatory
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developments and consultation with external legal and other advisors. However, the application of the securities laws to digital assets remains highly uncertain and subject to change. Our assessments could be challenged by regulators or courts, and a determination that TAO is, in fact, a security could subject us to significant regulatory, compliance, and enforcement risks, including potential restrictions on our ability to hold, transfer, or use TAO, registration or licensing obligations, or rescission rights for counterparties. Even if our policies and procedures are followed in good faith, they may not prevent adverse regulatory outcomes, and the process of defending our determinations could be costly and disruptive.
The SEC has taken the position that certain crypto assets, depending on their characteristics, method of distribution, and functional use, may be classified as investment contracts or otherwise fall within the definition of a “security.” Although we do not believe that our current activities, including the holding and staking of TAO, involve investment securities or cause us to be an investment company within the meaning of the Investment Company Act, there can be no assurance that regulators will agree with our assessment, particularly as new guidance, enforcement actions, or legal precedents develop.
If we were required to register as an investment company, or if the crypto assets it holds were deemed to be unregistered securities, we could be forced to significantly alter, limit, or cease certain operations, including staking or other network participation activities. In such a scenario, we may also become subject to enforcement actions, penalties, or other remedial measures, any of which could result in reputational harm, legal liability, or the inability to continue its current business model. In addition to federal law, we may be subject to regulation under state securities laws, some of which apply broader definitions of a “security” than those used by the SEC. As a result, we could face additional regulatory scrutiny, registration requirements, or enforcement exposure at the state level, even if federal regulators do not classify its crypto assets as securities.
Regulatory uncertainty surrounding the classification of crypto assets presents a continuing risk to our operations. Any determination that the crypto assets held or activities conducted by us fall within the scope of U.S. securities laws could impose significant costs, create legal obstacles to continued operations, or materially impair the value of our assets and the returns available to our investors. If we decide to cease certain operations in response to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 9, 2025, we issued 1,867 shares of Common Stock to Neil Cataldi, in exchange for investor relations services.
As disclosed in Note 11—Subsequent Events, on October 13, 2025, in connection with the issuance of the Series E Preferred Stock and the Warrants in the Financing described in Note 11—Subsequent Events, 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.
The foregoing transaction did not involve any underwriters or any public offering. The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering. The recipient of the securities in the transaction represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. The recipient received or had, through his relationships with us, adequate access to information about us.
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Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2025, none of our directors or executive officers
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Item 6. Exhibits.
Exhibit |
| |
3.1 | | Certificate of Designations for the Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-3 filed on July 11, 2025). |
| | |
3.2 | | Certificate of Designations for the Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-3 filed on November 12, 2025). |
| | |
3.3 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on June 27, 2025). |
| | |
3.4 | | Amended and Restated Bylaws of TAO Synergies Inc. (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on August 14, 2025). |
| | |
4.1** | | Form of Consultant Warrant. |
| | |
10.1** | | Consulting Services Agreement by and among the Company, OSS Capital LLC and Joseph Jacks. |
| | |
31.1 | | Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32* | | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
101 | | The following financial information from this Quarterly Report on Form 10-Q for the period ended September 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Financial Statements, tagged as blocks of text. |
| | |
104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Synaptogenix, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.
** Filed herewith.
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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 thereunto duly authorized.
| TAO Synergies Inc. | |
|
| |
Date: November 14, 2025 | By: | /s/ Joshua N. Silverman |
|
| Joshua N. Silverman |
|
| Executive Chairman of the Board of Directors |
|
| (principal executive officer) |
|
| |
Date: November 14, 2025 | By: | /s/ Robert Weinstein |
|
| Robert Weinstein |
|
| Chief Financial Officer, Executive Vice President, Secretary and Treasurer |
| | (principal financial officer and principal accounting officer) |
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FAQ
What is TAO Synergies (TAOX) focusing on in its new strategy?
How many TAO tokens did TAOX hold at quarter end?
What were TAOX’s Q3 2025 results?
What are TAOX’s cash and liabilities?
How did financing activities impact TAOX in 2025 year-to-date?
What drove the year-to-date loss?
How many common shares are outstanding for TAOX?
