TAOX Seeks Shareholder Nod for Major Dilutive Financing, Equity Plan Boost

TL;DR

**TAOX is asking shareholders to greenlight massive dilution and more stock for execs, which is a huge red flag for current holders.**

AI Summary

TAO Synergies Inc. (TAOX) is holding its 2025 annual meeting virtually on December 18, 2025, to address several critical proposals. The company seeks stockholder approval for the issuance of common stock underlying 11,000 shares of Series E Preferred Stock and warrants to purchase up to 1,375,000 shares of common stock, stemming from an October 13, 2025, Securities Purchase Agreement. Additionally, TAOX plans to issue warrants for 55,000 shares of common stock to GP Nurmenkari Inc. as a placement agent, all of which exceed the Nasdaq Listing Rule 5635(d) 20% threshold. The company also proposes to amend its 2020 Equity Incentive Plan to increase available shares for awards by 500,000, ratify Stephano Slack LLC as its independent auditor for fiscal year 2025, and elect one director. These actions are crucial for TAOX's financing and equity compensation strategies, with the Series E Preferred Stock initially convertible at $8.00 per share and GPN Warrants exercisable at $8.00 per share.

Why It Matters

This DEF 14A filing is critical for TAOX investors as it outlines significant potential dilution from the issuance of common stock tied to the October 13, 2025, financing, which could impact existing shareholder value. The proposed 500,000 share increase to the 2020 Equity Incentive Plan also signals a strategic move to attract and retain talent, potentially affecting future earnings per share. For customers and the broader market, these financial maneuvers could indicate TAOX's capital needs for operational expansion or strategic initiatives, positioning it within a competitive landscape where access to capital is paramount. The company's ability to secure these approvals will directly influence its financial flexibility and growth trajectory.

Risk Assessment

Risk Level: high — The company is seeking approval for the issuance of common stock underlying Series E Preferred Stock and warrants that are 'equal to or in excess of 20%' of its outstanding common stock, triggering Nasdaq Listing Rule 5635(d). This significant potential dilution, coupled with an additional 500,000 shares for the 2020 Equity Incentive Plan, presents a high risk of value erosion for existing shareholders.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed share issuances and the increased equity incentive plan. Consider voting against the Issuance Proposal and the Plan Amendment Proposal if you are concerned about the impact on your ownership percentage and future share value. Review the full terms of the October 13, 2025, Securities Purchase Agreement.

Key Numbers

• 11,000 — shares of Series E Preferred Stock (initially convertible into up to 1,375,000 shares of common stock)
• 1,375,000 — shares of Common Stock (underlying warrants issued in the private placement)
• 55,000 — shares of Common Stock (underlying GPN Warrants issued to placement agent)
• 20% — threshold of common stock outstanding (triggering Nasdaq Listing Rule 5635(d) for stockholder approval)
• 500,000 — shares (increase proposed for the 2020 Equity Incentive Plan)
• $8.00 — initial conversion price (for Series E Preferred Stock and exercise price for GPN Warrants)
• 6,718,912 — shares of Common Stock outstanding (as of October 29, 2025, entitled to vote)
• 227,833 — shares of common stock underlying Series D Preferred Stock (as of October 29, 2025, entitled to vote)
• 738,987 — shares of common stock underlying Series E Preferred Stock (as of October 29, 2025, entitled to vote)
• $1,000 — stated value per share (for Series D and Series E Preferred Stock)

Key Players & Entities

• TAO Synergies Inc. (company) — Registrant and company formerly known as Synaptogenix, Inc.
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for certain issuances
• GP Nurmenkari Inc. (company) — Placement agent for the financing
• Stephano Slack LLC (company) — Independent registered public accounting firm
• Joshua Silverman (person) — Executive Chairman of TAO Synergies Inc.
• Robert Weinstein (person) — Secretary of TAO Synergies Inc.
• Pacific Stock Transfer Company (company) — Transfer agent for TAO Synergies Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• October 13, 2025 (date) — Date of Securities Purchase Agreement
• December 18, 2025 (date) — Date of the 2025 annual meeting of stockholders

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company is seeking stockholder approval for the issuance of common stock underlying Series E Preferred Stock and warrants, as well as warrants to a placement agent. These issuances, involving up to 1,375,000 shares and 55,000 shares respectively, exceed the 20% threshold of common stock outstanding (6,718,912 shares as of October 29, 2025) that triggers Nasdaq Listing Rule 5635(d) for stockholder approval. Failure to obtain approval could impact the company's listing status.
• Dilution from Equity Issuances [medium — financial]: The proposed issuance of Series E Preferred Stock and associated warrants, along with placement agent warrants, will result in significant dilution to existing common stockholders. The Series E Preferred Stock is convertible into up to 1,375,000 shares, and warrants are exercisable for an additional 1,375,000 shares, plus 55,000 shares for the placement agent. This could negatively impact earnings per share and shareholder value.
• Reliance on Equity Financing [medium — operational]: The company's reliance on issuing preferred stock and warrants for financing, as evidenced by the Series E Preferred Stock issuance, suggests a potential need for capital. This strategy, while providing funds, can lead to increased share count and dilution, impacting future profitability and stock price.
• Equity Incentive Plan Amendment [medium — regulatory]: The proposed amendment to the 2020 Equity Incentive Plan to increase available shares by 500,000 requires stockholder approval. While intended to facilitate compensation, excessive equity awards can lead to significant dilution and may face scrutiny from investors concerned about compensation practices.

Industry Context

TAO Synergies Inc. operates in a dynamic sector where access to capital through equity financing is crucial for growth and development. Companies in this space often rely on preferred stock and warrant issuances to fund operations and strategic initiatives. The competitive landscape necessitates efficient capital management and strategic partnerships to navigate market fluctuations and regulatory requirements.

Regulatory Implications

The company faces significant regulatory hurdles related to Nasdaq Listing Rule 5635(d), requiring stockholder approval for the proposed equity issuances due to their size relative to outstanding shares. Failure to secure this approval could jeopardize the company's listing status. Additionally, amendments to equity incentive plans are subject to shareholder oversight.

What Investors Should Do

1. Review the details of the proposed equity issuances (Series E Preferred Stock and warrants) and their potential dilutive impact.
2. Evaluate the proposed amendment to the 2020 Equity Incentive Plan.
3. Understand the terms of the warrants issued to GP Nurmenkari Inc.
4. Consider the company's reliance on equity financing and its long-term capital strategy.

Key Dates

• 2025-12-18: Annual Meeting of Stockholders — Stockholders will vote on critical proposals including equity issuances, amendment to the equity incentive plan, and auditor ratification, which will shape the company's future financing and governance.
• 2025-10-13: Securities Purchase Agreement — This agreement led to the proposed issuance of Series E Preferred Stock and warrants, necessitating stockholder approval due to exceeding Nasdaq listing thresholds.
• 2025-10-29: Record Date for Voting — Established the number of outstanding shares (6,718,912 common shares) and shares underlying preferred stock (227,833 Series D, 738,987 Series E) entitled to vote at the annual meeting.
• 2024-12-31: Fiscal Year End — The financial statements for this period are included in the 2024 annual report being sent to stockholders.
• 2025-11-18: Distribution of Proxy Materials — Commencement of the period during which stockholders receive proxy statements, notice of meeting, and proxy cards for the upcoming annual meeting.

Glossary

Series E Preferred Stock

A class of preferred stock issued by the company, which is convertible into common stock under certain conditions. (The issuance of 11,000 shares of Series E Preferred Stock requires stockholder approval as it will result in the issuance of a significant number of underlying common shares, potentially exceeding Nasdaq listing rules.)

Warrants

Contracts that give the holder the right, but not the obligation, to buy or sell a stock at a specific price on or before a certain date. (The company is proposing to issue warrants for up to 1,375,000 shares of common stock in connection with the Series E Preferred Stock and an additional 55,000 shares to a placement agent, both requiring stockholder approval.)

Nasdaq Listing Rule 5635(d)

A rule requiring stockholder approval for the issuance of securities that equals or exceeds 20% of the outstanding common stock or common stock equivalent, when a stock option or purchase price is less than the lower of market price or average market price. (The proposed issuances of common stock underlying the Series E Preferred Stock and warrants exceed this 20% threshold, making stockholder approval mandatory for continued listing on Nasdaq.)

2020 Equity Incentive Plan

A plan established by the company to grant equity-based compensation, such as stock options or restricted stock, to employees and directors. (The company seeks to amend this plan to increase the number of shares available for awards by 500,000, which requires stockholder approval.)

Placement Agent

A financial intermediary that helps a company sell securities to investors. (GP Nurmenkari Inc. is acting as a placement agent and will receive warrants for 55,000 shares of common stock as compensation for its services.)

Stated Value

The nominal value assigned to a share of preferred stock, often used for accounting and liquidation preference purposes. (The Series D and Series E Preferred Stock have a stated value of $1,000 per share, which is relevant for calculating potential dilution and liquidation preferences.)

Year-Over-Year Comparison

This DEF 14A filing focuses on upcoming annual meeting proposals, particularly significant equity issuances and plan amendments, which were not detailed in the same manner in previous filings. The context provided in this filing regarding the 2024 fiscal year end and the record date for voting (October 29, 2025) suggests a shift in the company's capital structure and strategic financing activities compared to prior periods. Specific year-over-year financial metric comparisons are not available in this proxy statement.

Key Financial Figures

• $0 — convertible preferred stock, par value $0.001, with a stated value or $1,000 per
• $1,000 — ar value $0.001, with a stated value or $1,000 per share (the "Series D Preferred Stoc
• $8.00 — tock, at an initial conversion price of $8.00 and (ii) warrants (the "Warrants") to p
• $2.41 — e of the applicable Purchase Agreement ($2.41 with respect to the Series D Preferred
• $7.68 — ct to the Series D Preferred Stock, and $7.68 with respect to the Series E Preferred

Filing Documents

• tm2530311d3_def14a.htm (DEF 14A) — 458KB
• tm2530311d3_def14aimg001.jpg (GRAPHIC) — 212KB
• tm2530311d3_def14aimg002.jpg (GRAPHIC) — 178KB
• 0001104659-25-113227.txt ( ) — 1815KB
• snpx-20241231.xsd (EX-101.SCH) — 9KB
• snpx-20241231_lab.xml (EX-101.LAB) — 33KB
• tm2530311d3_def14a_htm.xml (XML) — 4KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 11 MANAGEMENT AND CORPORATE GOVERNANCE 12 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 18 EQUITY COMPENSATION PLAN INFORMATION 25 REPORT OF AUDIT COMMITTEE 26 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 27 PROPOSAL NO. 1 ELECTION OF DIRECTORS 28 PROPOSAL NO. 2 ISSUANCE PROPOSAL 29 PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2020 EQUITY INCENTIVE PLAN 34 PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 40 PROPOSAL NO. 5 ADJOURNMENT PROPOSAL 42 OTHER MATTERS 43 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR 43 Appendix Appendix A – Amendment to 2020 Equity Incentive Plan 44 TAO SYNERGIES INC. 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036 PROXY STATEMENT FOR THE TAO SYNERGIES INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 18, 2025 This proxy statement, along with the accompanying notice of 2025 annual meeting of stockholders, contains information about the 2025 annual meeting of stockholders of TAO Synergies Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 11:00 am, Eastern Time, on Thursday, December 18, 2025. You will be able to attend the annual meeting by first registering at https://web.viewproxy.com/TAO/2025. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. In this proxy statement, we refer to TAO Synergies Inc. as "TAO Synergies," "the Company," "we" and "us." This proxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting. On or about November 18, 2025, we intend to begin sending this proxy statement, the attached notice of 2025 annual meeting of stockholders and the enclosed proxy card to all stockholders entitled to vote at the annual meeting. Although not part

View Full Filing

View this DEF 14A filing on SEC EDGAR