Synaptogenix, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Synaptogenix filed an 8-K on 9/10/24 detailing a material agreement and equity sales.

AI Summary

Synaptogenix, Inc. announced on September 10, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40458 — Commission File Number (Identifies the company's filing with the SEC.)
• 46-1585656 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Synaptogenix, Inc. (company) — Registrant
• September 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share SNPX The Nasdaq
• $0 — convertible preferred stock, par value $0.0001, with a stated value of $1,000 per
• $1,000 — r value $0.0001, with a stated value of $1,000 per share (the " Preferred Stock "), in
• $4.00 — ck ") at an initial conversion price of $4.00 per share (the " Registered Offering ")
• $5.0 million — ds from the Offering are expected to be $5.0 million. The Company expects to use the net pro

Filing Documents

• tm2423592d1_8k.htm (8-K) — 44KB
• tm2423592d1_ex3-1.htm (EX-3.1) — 284KB
• tm2423592d1_ex4-1.htm (EX-4.1) — 165KB
• tm2423592d1_ex10-1.htm (EX-10.1) — 289KB
• tm2423592d1_ex10-2.htm (EX-10.2) — 154KB
• tm2423592d1_ex10-3.htm (EX-10.3) — 74KB
• tm2423592d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-098800.txt ( ) — 1456KB
• snpx-20240910.xsd (EX-101.SCH) — 3KB
• snpx-20240910_lab.xml (EX-101.LAB) — 33KB
• snpx-20240910_pre.xml (EX-101.PRE) — 22KB
• tm2423592d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2024, Synaptogenix, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain accredited investors (the " Investors "), pursuant to which it agreed to sell to the Investors (i) in a registered direct offering an aggregate of 1,793 shares of the Company's newly-designated Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the " Preferred Stock "), initially convertible into up to 448,250 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at an initial conversion price of $4.00 per share (the " Registered Offering "), and (ii) in a concurrent private placement (the " Private Placement " and together with the Registered Offering, the " Offering "), an aggregate of 3,207 shares of the Company's Preferred Stock (the " Unregistered Preferred Shares "), initially convertible into up to 801,750 shares of the Company's Common Stock (the " Unregistered Conversion Shares ") as well as warrants (the " Warrants ") to acquire up to an aggregate of 1,250,000 shares of Common Stock. The shares of Common Stock issuable upon conversion of the Preferred Stock issued in the Registered Offering (the " Registered Preferred Shares " and together with the Unregistered Preferred Shares, the " Series C Preferred Shares ") are referred to as the " Registered Conversion Shares " and the Registered Conversion Shares and the Unregistered Conversion Shares are collectively referred to as the " Conversion Shares. " The Registered Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-264325) that was filed with the Securities and Exchange Commission (the " SEC ") on April 15, 2022 and declared effective by the SEC on April 27, 2022, the prospectus contained therein and prospectus supplement related thereto to be filed with the SEC. The Privat

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities The matters described in Section 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference. In connection with the issuance of the Unregistered Preferred Shares and the Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The matters described in Section 1.01 of this Current Report on Form 8-K related to the Certificate of Designations under the title "Series C Preferred Shares" are incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On September 10, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Form of Certificate of Designations of Series C Convertible Preferred Stock 4.1 Form of Warrant 10.1 Form of Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Engagement Letter, dated September 10, 2024, by and between Synaptogenix, Inc. and GP Nurmenkari Inc. 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. SYNAPTOGENIX, INC. Date: September 11, 2024 By: /s/ Robert Weinstein Name: Robert Weinstein Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR