Synaptogenix, Inc. Files 8-K for Corporate Updates

TL;DR

Synaptogenix filed an 8-K for corporate changes, including bylaws and financials. Formerly Neurotrope Bioscience.

AI Summary

Synaptogenix, Inc. filed an 8-K on September 13, 2024, reporting on events that occurred on September 12, 2024. The filing indicates changes to the company's Articles of Incorporation or Bylaws, other events, and the submission of financial statements and exhibits. The company was formerly known as Neurotrope Bioscience, Inc. and changed its name on March 12, 2013.

Why It Matters

This 8-K filing signals potential changes in Synaptogenix's corporate structure or governance, which could impact its operational direction and investor relations.

Risk Assessment

Risk Level: low — This filing is primarily procedural, reporting on corporate events and amendments rather than significant financial distress or major strategic shifts.

Key Players & Entities

• Synaptogenix, Inc. (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported
• September 13, 2024 (date) — Filing date
• Neurotrope Bioscience, Inc. (company) — Former company name
• March 12, 2013 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share SNPX The Nasdaq
• $4.00 — time at an initial conversion price of $4.00 (the "Conversion Price"). The Conversio
• $3 — alue of such Preferred Share divided by $3.52, which is the "Minimum Price" (as de
• $5 m — n Stock for aggregate gross proceeds of $5 million, before deducting fees commission

Filing Documents

• tm2424042d1_8k.htm (8-K) — 31KB
• tm2424042d1_ex3-1.htm (EX-3.1) — 299KB
• 0001104659-24-099847.txt ( ) — 580KB
• snpx-20240912.xsd (EX-101.SCH) — 3KB
• snpx-20240912_lab.xml (EX-101.LAB) — 33KB
• snpx-20240912_pre.xml (EX-101.PRE) — 22KB
• tm2424042d1_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 12, 2024, Synaptogenix, Inc. (the "Company") filed a Certificate of Designations of Series C Convertible Preferred Stock of Synaptogenix, Inc. with the Secretary of State of the State of Delaware (the "Certificate of Designations"), thereby creating a new series of preferred stock of the Company designated as "Series C Convertible Preferred Stock" (the "Preferred Shares"). The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. The Preferred Shares will be convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock," and such shares issuable upon conversion of the Preferred Shares, the "Conversion Shares"), at the election of the holder at any time at an initial conversion price of $4.00 (the "Conversion Price"). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Certificate of Designations). The holders of the Preferred Shares will be entitled to dividends of 5% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. The holders of Preferred Shares are entitled to vote with holders of the Common Stock as

01 Other Events

Item 8.01 Other Events. On September 12, 2024, the Company completed the private placement of the Preferred Shares and warrants to purchase shares of Common Stock for aggregate gross proceeds of $5 million, before deducting fees commissions and expenses, which the Company previously announced in a Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on September 11, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Certificate of Designations 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 13, 2024 By: /s/ Robert Weinstein Name: Robert Weinstein Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR