false
0001571934
0001571934
2025-08-26
2025-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 26, 2025
TAO Synergies Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40458 |
|
46-1585656 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1185
Avenue of the Americas, 3rd
Floor
New York, New
York 10036
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code: (973) 242-0005
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, $0.0001 par value per share |
|
TAOX |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations of Mr. Schechter and Dr. Tuchman
On August 28, 2025, Jonathan Schechter resigned
from his position as a member of the board of directors (the “Board”) of TAO Synergies Inc. (the “Company”) 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.
Additionally, 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. Mr. Tuchman’s resignation
was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Upon his resignation,
Mr. Tuchman will continue to serve as the Company’s Chief Medical Officer.
Appointment of Mr. Ephron
In connection with the aforementioned resignations,
on August 29, 2025, the Company appointed Robert Ephron to the Board. Mr. Ephron joins the Company from JK Polk Holdings where he has
served as an advisor in advertising and sales since 2024. Mr. Ephron was previously vice president of advertising and sales at Paramount
from 2017 to 2023 and vice president of advertising and sales at Viacom from 2015 to 2017. Mr. Ephron received his Bachelor of Science
from the University of Denver. Mr. Ephron will serve on the audit, compensation and nominating and corporate governance committees of
the Board. In connection with his appointment to the Board, Mr. Ephron has waived his entitlement to an initial option grant upon joining
the Board pursuant to the Company’s non-employee director compensation policy.
The Company is not aware of any transaction in
which Mr. Ephron has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD.
On August
26, 2025, the Company issued a press release announcing it has engaged Joseph Jacks as an advisor to its digital asset treasury strategy
led by James Altucher. A copy of the press release is attached as Exhibit 99.1 hereto.
The information
in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
8.01. Other Events.
In connection
with the engagement of Joseph Jacks, the Company entered into a consulting agreement with a term of one year with Mr. Jacks, pursuant
to which the Company issued warrants exercisable for 100,000 shares of common stock, at an exercise price of $8.40 per share. The warrants
will expire five years from the date of issuance.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Press Release dated August 26, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 29, 2025 |
By: |
/s/ Robert Weinstein |
| |
Name: |
Robert Weinstein |
| |
Title: |
Chief Financial Officer |
