TAOX: Equity Plan Expanded by 2,000,000 Shares; 20% Issuance Authorized

Rhea-AI Filing Summary

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

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

Insights

Financial Analyst

TL;DR: Shareholder approvals expand the equity plan by 2,000,000 shares and clear a potential issuance exceeding 20% of outstanding common stock.

The shareholder vote formally increases the equity reserve to 2,675,000 shares, enabling additional grants under the amended plan. Separately, stockholders authorized issuance of common stock underlying convertible preferred stock and warrants equal to or in excess of 20% of pre-issuance common shares to satisfy Nasdaq rules. That authorization is material because an issuance at or above 20% is potentially dilutive to existing holders. Vote tallies show clear majorities in favor of both the plan amendment and the Nasdaq-authorizing proposal.

Corporate Governance Expert

TL;DR: Governance actions were approved to support compensation and Nasdaq compliance, though shareholder turnout was modest at about 35%.

The company achieved a quorum with 567,847 shares represented (~35.23% of outstanding stock) and received majority support for the proposed amendments and adjournment authorization. The Amended and Restated Equity Incentive Plan is filed as Exhibit 10.1, providing the formal terms. From a governance perspective, the outcomes reflect routine corporate housekeeping to enable talent awards and to meet listing-rule requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 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, 3^rd 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.

(e) At the Special Meeting (as defined below) of TAO Synergies Inc. (the “Company”), stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (as amended and restated, the “Amended and Restated Equity Incentive Plan”) to increase the number of shares of common stock (“Common Stock”) reserved for issuance thereunder by 2,000,000 shares to 2,675,000 shares.

The foregoing description of the Amended and Restated Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 6, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the holders of 567,847 shares of the Company’s Common Stock, or approximately 35.23% of our outstanding shares of Common Stock, were represented in person or by proxy and, therefore, a quorum was present. At the Special Meeting, the Company’s stockholders considered three proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1 - Approval of the Issuance of Common Stock Underlying Shares of Convertible Preferred Stock and Warrants

The Company’s stockholders voted to authorize, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), as applicable, the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of (a) that certain Securities Purchase Agreement, dated June 9, 2025, by and among the Company and the investors named therein, (b) that certain Consulting Agreement, dated June 8, 2025, by and among the Company and the parties therein and (c) that certain engagement letter by and among the Company and GP Nurmenkari Inc. as placement agent, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants), by the following votes:

Shares Voted For		Shares Voted Against		Abstentions
500,450		66,872		525

Proposal 2 – Approval of Amendment to Equity Incentive Plan

The Company’s stockholders voted to approve a proposed amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan to, among other things, (a) increase the number of shares available for the grant of awards by 2,000,000 shares and (b) change the name of the Plan to “TAO Synergies Inc. 2020 Equity Incentive Plan”, by the following votes:

Shares Voted For		Shares Voted Against		Abstentions
492,781		73,988		1,078

Proposal 3 - Approval of Adjournment

The Company’s stockholders voted to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt either of Proposal #1 or Proposal #2 or to establish a quorum, by the following votes:

Shares Voted For		Shares Voted Against		Abstentions
523,728		42,865		1,254

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit Number		Description
10.1		Amended and Restated TAO Synergies Inc. 2020 Equity Incentive Plan
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

TAO SYNERGIES INC.

Date: August 8, 2025	By:	/s/ Robert Weinstein
	Name:	Robert Weinstein
	Title:	Chief Financial Officer

FAQ

What did TAO Synergies (TAOX) stockholders approve at the special meeting?

Stockholders approved an amended and restated 2020 Equity Incentive Plan increasing reserved shares by 2,000,000 to 2,675,000, and authorized issuance of common stock underlying certain convertible preferred stock and warrants equal to or in excess of 20% of pre-issuance common stock.

How many shares were represented at the TAOX special meeting and was there a quorum?

A total of 567,847 shares were represented in person or by proxy, representing approximately 35.23% of outstanding common stock, which constituted a quorum.

What were the final vote counts for the equity plan amendment (Proposal 2)?

Proposal 2 passed with 492,781 votes for, 73,988 votes against, and 1,078 abstentions.

What were the vote results for the Nasdaq issuance authorization (Proposal 1)?

Proposal 1 passed with 500,450 votes for, 66,872 votes against, and 525 abstentions.

Where can I find the text of the Amended and Restated Equity Incentive Plan?

The Amended and Restated TAO Synergies Inc. 2020 Equity Incentive Plan is filed as Exhibit 10.1 to the Current Report.