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[S-8] Tao Synergies Inc. Employee Benefit Plan Registration

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As filed with the Securities and Exchange Commission on August 14, 2025

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TAO Synergies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   46-1585656
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1185 Avenue of the Americas, 3rd Floor
New York, NY
(Address of Principal Executive Offices)
  10036
(Zip Code)

 

TAO Synergies Inc. 2020 Equity Incentive Plan

(Full title of the plan)

 

Robert Weinstein

Chief Financial Officer

TAO Synergies Inc.

1185 Avenue of the Americas, 3rd Floor

New York, NY 1003

(Name and address of agent for service)

 

(973) 242-0005

(Telephone number, including area code, of agent for service)

 

With a copy to:

 

Kenneth R. Koch, Esq.

Daniel A. Bagliebter, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

919 Third Avenue

New York, New York 10022

212-935-3000 

 

 

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 ¨
Non-accelerated filer x Smaller reporting company x
  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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed to register an additional 2,000,000 shares of common stock, par value $0.0001 per share, of TAO Synergies Inc. (the “Registrant”) reserved for issuance under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”), which were added to the shares authorized for issuance under the 2020 Plan pursuant to an amendment to the 2020 Plan adopted by the Registrant’s stockholders on August 6, 2025. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (File No. 333-258807). The information contained in the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 13, 2021 (File No. 333-258807) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit
Number
  Exhibit Description   Filed
Here
with
  Incorporated
by
Reference

herein
from

Form or
Schedule
  Filing
Date
  SEC File/
Reg.
Number
                     
4.1   Form of Common Stock Certificate of the Registrant       Form S-1/A (Exhibit 4.5)   11/05/2020   333-249434
                     
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of the securities being registered    X            
                     
23.1   Consent of Stephano Slack LLC    X            
                     
23.2   Consent of Morison Cogen LLP    X            
                     
23.3   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)    X            
                     
24.1   Power of Attorney (included on signature page to this Registration Statement)    X            
                     
107   Filing Fee Table    X            

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on August 14, 2025.

 

  TAO SYNERGIES INC.
   
  By: /s/ Robert Weinstein
    Robert Weinstein
    Chief Financial Officer

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each of the directors and officers of TAO Synergies Inc. whose signature appears below hereby severally constitutes and appoints Joshua Silverman and Robert Weinstein, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of TAO Synergies Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ Joshua Silverman   Executive Chairman and Director   August 14, 2025
Joshua Silverman   (Principal Executive Officer)    
         
/s/ Robert Weinstein   Chief Financial Officer   August 14, 2025
Robert Weinstein   (Principal Financial and Accounting Officer)    
         
/s/ Alan J. Tuchman, M.D.   Director   August 14, 2025
Alan J. Tuchman, M.D.        
         
/s/ William S. Singer   Director and Vice-Chairman of the Board   August 14, 2025
William S. Singer        
         
/s/ Bruce T. Bernstein   Director   August 14, 2025
Bruce T. Bernstein        
         
/s/ Jonathan L. Schechter   Director   August 14, 2025
Jonathan L. Schechter        

 

 

 

TAO Synergies Inc

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