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 |
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46-1585656 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1185 Avenue of the Americas, 3rd Floor
New York, NY
(Address of Principal Executive Offices) |
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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 |
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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
Exhibit
Number |
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Exhibit
Description |
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Filed
Here
with |
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Incorporated
by
Reference
herein
from
Form or
Schedule |
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Filing
Date |
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SEC
File/
Reg.
Number |
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4.1 |
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Form of Common Stock Certificate of the Registrant |
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Form S-1/A (Exhibit 4.5) |
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11/05/2020 |
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333-249434 |
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5.1 |
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Opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of the securities being registered |
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X |
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23.1 |
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Consent of Stephano Slack
LLC |
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X |
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23.2 |
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Consent of Morison Cogen LLP |
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X |
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23.3 |
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Consent of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) |
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X |
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24.1 |
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Power of Attorney (included
on signature page to this Registration Statement) |
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X |
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107 |
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Filing Fee Table |
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X |
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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.
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TAO SYNERGIES INC. |
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By: |
/s/ Robert Weinstein |
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Robert Weinstein |
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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 |
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Title |
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Date |
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/s/
Joshua Silverman |
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Executive Chairman and Director |
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August 14, 2025 |
Joshua
Silverman |
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(Principal Executive Officer) |
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/s/
Robert Weinstein |
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Chief Financial Officer |
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August 14, 2025 |
Robert
Weinstein |
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(Principal Financial and
Accounting Officer) |
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/s/
Alan J. Tuchman, M.D. |
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Director |
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August 14, 2025 |
Alan
J. Tuchman, M.D. |
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/s/
William S. Singer |
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Director and Vice-Chairman
of the Board |
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August 14, 2025 |
William
S. Singer |
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/s/
Bruce T. Bernstein |
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Director |
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August 14, 2025 |
Bruce
T. Bernstein |
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/s/
Jonathan L. Schechter |
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Director |
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August
14, 2025 |
Jonathan
L. Schechter |
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