Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2023

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40458	46-1585656
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1185 Avenue of the Americas, 3^rdFloor
New York, New York 10036
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (973) 242-0005

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SNPX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan

On December 20, 2023, Synaptogenix, Inc. (“we,” “us” and “our”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders approved an amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was amended to increase the total number of shares of our common stock, par value $0.0001 per share (the “Common Stock”), authorized for issuance thereunder from 1,375,000 shares of Common Stock to an aggregate of 4,375,000 shares of Common Stock.

A detailed summary of the amendment to the Plan is set forth in our Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on November 13, 2023 (the “Proxy Statement”) under the caption “Proposal No. 3 - Approval of an Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan.” That detailed summary of the amendment to the Plan and the foregoing description of the amendment to the Plan are qualified in their entirety by reference to the full text of the amendment to the Plan, which is filed hereto as Exhibit 10.1 and incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the holders of 11,943,046 shares of our Common Stock, or approximately 58.57% of our outstanding shares of Common Stock, were represented in person or by proxy and, therefore, a quorum was present. At the Annual Meeting, our stockholders considered four proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1 - Election of Directors

Our stockholders voted to elect two directors to hold office until the 2026 annual meeting of stockholders, and until their respective successors are elected and qualified, by the following votes:

Nominee	For		Withheld		Broker Non-Votes
Alan Tuchman		4,505,521		1,451,157		5,986,368
Daniel L. Alkon		4,728,376		1,228,302		5,986,368

Proposal 2 – Board Authorization to Effect a Reverse Stock Split

Our stockholders voted to authorize our board of directors (the “Board”) to effect one reverse stock split of our outstanding shares of Common Stock, at a ratio between 1-for-8 and 1-for-25 (or any number in between), at such time, if any, as our Board shall determine, in its sole discretion.

Shares Voted For				Shares Voted Against				Abstentions
	8,661,349				3,093,253				188,441

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3 - Approval of Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan

Our stockholders voted to approve an amendment to our Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from 1,375,000 shares of Common Stock to an aggregate of 4,375,000 shares of Common Stock by the following votes:

Shares Voted For				Shares Voted Against				Abstentions				Broker Non-Votes
	3,356,208				2,324,244				276,226				5,986,368

Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm.

The ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Shares Voted For				Shares Voted Against				Abstentions
	10,660,952				994,599				287,495

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit Number		Description
10.1#		Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

# Management contract or compensatory plan or arrangement.

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: December 21, 2023	By:	/s/ Robert Weinstein
	Name:	Robert Weinstein
	Title:	Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 3

SYNAPTOGENIX, INC.

2020 EQUITY INCENTIVE PLAN

In accordance with those certain resolutions adopted by the Board of Directors and stockholders of Synaptogenix, Inc., a Delaware corporation (the “Company”), the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows:

1.              Section 3(a) of the Plan is hereby amended and restated in its entirety to increase the number of shares of the Company’s common stock, par value $0.0001 per share, reserved for issuance under the Plan as follows:

“(a)         The number of Shares which may be issued from time to time pursuant to this Plan shall be 4,375,000 shares of Common Stock.”

2.              Unless otherwise expressly provided for in this Amendment No. 3 to the Plan (this “Amendment”), all capitalized words, phrases, or defined terms used in this Amendment will have the same meaning ascribed to them in the Plan.

3.              Except as expressly set forth in this Amendment, there have been no other changes or modifications to the Plan, and the Plan remains otherwise unchanged and in full force and effect.

4.              This Amendment shall be effective as of December 20, 2023.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed effective as of the date set forth above.

	SYNAPTOGENIX, INC.,
	A Delaware corporation

	By:	/s/ Alan J. Tuchman
		Alan J. Tuchman, Chief Executive Officer

[Signature Page to Amendment to the Plan]

Cover	Dec. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2023
Entity File Number	001-40458
Entity Registrant Name	Synaptogenix, Inc.
Entity Central Index Key	0001571934
Entity Tax Identification Number	46-1585656
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	973
Local Phone Number	242-0005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SNPX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false