[Form 4] TOWNSQUARE MEDIA, INC. Insider Trading Activity

Rhea-AI Filing Summary

TAO Synergies Inc. (formerly Synaptogenix, Inc.) has called a virtual special meeting of stockholders for August 6, 2025. Three proposals will be presented:

• Issuance Proposal (Proposal 1): Seek approval under Nasdaq Rules 5635(c) & 5635(d) to issue more than 20% of outstanding common shares in connection with a June 9, 2025 private placement and related warrants. The financing included (i) 5,500 shares of Series D Convertible Preferred Stock (stated value $1,000; 5% dividend; redeemable at 107%) initially convertible into 1,833,333 common shares at $3.00, (ii) five-year investor warrants for another 1,833,333 shares at $3.00 with full-ratchet anti-dilution, (iii) 1.2 million consultant warrants issued to James Altucher/Z-List Media at tiered exercise prices of $4–$12, and (iv) placement‐agent warrants for 55,000 shares at $3.00. Gross proceeds already received: $5.5 million; up to $14.9 million of additional cash could be raised if all warrants are exercised for cash.
• Plan Amendment Proposal (Proposal 2): Increase share authorization under the 2020 Equity Incentive Plan from 675,000 to 2,675,000 shares (+2 million) and rename it “TAO Synergies Inc. 2020 Equity Incentive Plan.” Remaining shares available before amendment are 123,286; management believes the increase will cover roughly two years of future equity awards.
• Adjournment Proposal (Proposal 3): Permit adjournment to solicit more proxies if necessary.

Dilution & Governance: Prior to the placement the Company had 1,756,682 common shares outstanding. Full conversion/exercise of the new securities would add up to 3,088,333 shares (plus anti-dilution adjustments), materially diluting existing holders. The Series D instrument carries a 5% dividend (15% upon triggering events) and voting rights based on as-converted shares, but holders may not vote on Proposal 1. The instruments prohibit variable-rate financings and give investors participation rights in future offerings until the preferred is redeemed.

Strategic Use of Proceeds: The Board intends to deploy up to $10 million to acquire Bittensor TAO tokens as part of a new cryptocurrency treasury strategy, in addition to general working capital.

Record Date & Quorum: Holders of common stock or Series C preferred at the close of business on June 9, 2025 (1,391,682 common shares outstanding; Series C voting power equivalent to 256,802 common shares) may vote. One-third of combined voting power constitutes a quorum.

Board Recommendation: FOR all proposals.

Insights

Equity Capital Markets Specialist

TL;DR Significant capital infusion comes with heavy dilution and aggressive anti-dilution terms—investors must weigh liquidity gain vs. ownership erosion.

Assessment: The $5.5 million raised fills near-term funding needs and may unlock another $14.9 million, but the cost is steep. Converting the Series D and exercising all warrants would more than double the public float, with full-ratchet adjustments amplifying dilution if the share price falls below $3.00. The 5% dividend and 107% redemption premium raise cash burn. Anti-dilution plus investor participation rights restrict future financing flexibility. While management gains runway for its crypto treasury strategy, minority holders face material percentage loss and potential price pressure when shares hit the market. Overall sentiment: cautiously negative.

Compensation & Governance Analyst

TL;DR Plan amendment expands equity pool four-fold; governance controls are standard, but shareholder dilution is notable.

The plan increase from 675k to 2.675 million shares aligns with rapid head-count or incentive needs, yet represents ~124% of current outstanding shares—large by small-cap standards. Safeguards (no repricing, one-year minimum vest) are positive. However, paired with Proposal 1 the aggregate dilution risk rises sharply. Investors should scrutinize future grant pacing and performance criteria. Rating: neutral to slightly negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schatz Scott

(Last) (First) (Middle)

C/O TOWNSQUARE MEDIA, INC.

ONE MANHATTANVILLE ROAD SUITE 202

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Finance Op and Tech

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/02/2025		A		2,000	A(1)	$7.12	53,322(2)	D
Class B Common Stock								218,833(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares reported herein represent shares acquired under the terms of the Company's 2021 Employee Stock Purchase Plan.

2. Includes 33,322 shares of Class A common stock that are not subject to vesting or transfer restrictions and 20,000 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

3. Includes 21,846 shares of Class B common stock that are not subject to vesting or transfer restrictions and 196,987 options to purchase Class B common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/Allison Zolot as Attorney-in-Fact for Scott Schatz	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Why does TAO Synergies (SNPX) need shareholder approval for the financing?

Nasdaq Rules 5635(c) & 5635(d) require a vote when issuing shares equal to or exceeding 20% of outstanding stock or when equity could be deemed compensation.

How many shares could be issued if Proposal 1 passes?

Up to 3,088,333 new shares (before anti-dilution adjustments) from conversions and warrant exercises, compared with 1,756,682 shares pre-financing.

What are the key terms of the Series D Preferred Stock?

Stated value: $1,000; Dividend: 5% (15% on default); Conversion price: $3.00 with full-ratchet protection; Redemption: quarterly starting 9/30/25 at 107% of principal.

How will the additional capital be used?

Management plans to buy up to $10 million of Bittensor TAO tokens and fund general corporate purposes.

What changes are proposed for the 2020 Equity Incentive Plan?

Increase the share reserve by 2 million to 2.675 million and rename the plan to reflect the new corporate name.