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2025-08-06
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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, 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.
(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.
| Date: August 8, 2025 |
By: |
/s/ Robert Weinstein |
| |
Name: |
Robert Weinstein |
| |
Title: |
Chief Financial Officer |
