TAO Synergies Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

TAO Synergies inked a material deal and sold equity, filing an 8-K on Oct 14.

AI Summary

TAO Synergies Inc. announced on October 13, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other events and financial statements. The filing was made on October 14, 2025.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• TAO Synergies Inc. (company) — Registrant
• Synaptogenix, Inc. (company) — Former Company Name
• NEUROTROPE BIOSCIENCE, INC. (company) — Former Company Name
• October 13, 2025 (date) — Earliest event reported
• October 14, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share TAOX The Nasdaq
• $0 — convertible preferred stock, par value $0.001, with a stated value of $1,000 per
• $1,000 — ar value $0.001, with a stated value of $1,000 per share (the " Preferred Stock "), in
• $8.00 — ck ") at an initial conversion price of $8.00 and (ii) warrants to purchase up to an
• $11.0 million — he Private Placement are expected to be $11.0 million. The Company expects to use the net pro
• $10,000 — e Placement plus a due diligence fee of $10,000, and (ii) warrants to purchase shares o
• $12,500 — uced Dr. Alkon's base monthly salary to $12,500 per month and entitled him to receive i

Filing Documents

• tm2528153d1_8k.htm (8-K) — 48KB
• tm2528153d1_ex3-1.htm (EX-3.1) — 269KB
• tm2528153d1_ex4-1.htm (EX-4.1) — 153KB
• tm2528153d1_ex10-1.htm (EX-10.1) — 253KB
• tm2528153d1_ex10-2.htm (EX-10.2) — 149KB
• tm2528153d1_ex10-3.htm (EX-10.3) — 71KB
• tm2528153d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-25-098909.txt ( ) — 1372KB
• snpx-20251013.xsd (EX-101.SCH) — 3KB
• snpx-20251013_lab.xml (EX-101.LAB) — 33KB
• snpx-20251013_pre.xml (EX-101.PRE) — 22KB
• tm2528153d1_8k_htm.xml (XML) — 4KB

01. Entry into a

Item 1.01. Entry into a Material Definitive Agreement. Series E Convertible Preferred Stock Financing On October 13, 2025, TAO Synergies 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 in a private placement (the " Private Placement ") (i) an aggregate of 11,000 shares of the Company's newly designated Series E convertible preferred stock, par value $0.001, with a stated value of $1,000 per share (the " Preferred Stock "), initially convertible into up to 1,375,000 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at an initial conversion price of $8.00 and (ii) warrants to purchase up to an aggregate of 1,375,000 shares of Common Stock (the " Warrants "). The shares of Common Stock issuable upon conversion of the Preferred Stock are referred to as the " Conversion Shares ". The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Stock and the Warrants are being offered without any general solicitation by the Company or its representatives. The closing of the Private Placement is expected to occur on October 15, 2025, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Private Placement ar

02. Unregistered

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 Preferred Stock 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 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 "Preferred Stock" are incorporated herein by reference.

01. Regulation FD

Item 7.01. Regulation FD. On October 13, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto. The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 8.01. Other Events. Termination of Alkon Consulting Agreement As previously disclosed, the Company entered into a consulting agreement dated as of June 4, 2025, with Dr. Daniel L. Alkon, M.D. (the " Alkon Consulting Agreement ") pursuant to which Dr. Alkon provided consulting services to the Company's Bryostatin Development Committee and served as director of the Bryostatin Platform Development Program. The Alkon Consulting Agreement required Dr. Alkon to work with the Bryostatin Development Committee to find and evaluate opportunities for continued development of the Company's Bryostatin assets. Pursuant to the Alkon Consulting Agreement, the Company reduced Dr. Alkon's base monthly salary to $12,500 per month and entitled him to receive incentive fees if the Company entered into certain transactions relating to the Bryostatin assets during the term of the Alkon Consulting Agreement or during the one-year period after termination of the Alkon Consulting Agreement. On October 3, 2025, the Company delivered notice of termination to Dr. Alkon pursuant to the terms of the Alkon Consulting Agreement, effective immediately. Pursuant to the terms of the Alkon Consulting Agreement, the Company remains obligated to pay Dr. Alkon incentive fees if the Company enters into certain transactions relati

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Form of Certificate of Designations of Series E 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 25, 2025 by and between TAO Synergies Inc. and GP Nurmenkari Inc. 99.1 Press Release dated October 13, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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. TAO SYNERGIES INC. Date: October 14, 2025 By: /s/ Robert Weinstein Name: Robert Weinstein 5

View Full Filing

View this 8-K filing on SEC EDGAR