TAO Synergies Inc 10-Q for FY2025 Q2

TAO Synergies Inc. (TAOX)

10-Q 2025-08-14 For: 2025-06-30

Added on April 07, 2026

About this 10-Q

TAO Synergies Inc filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3962
Net loss: $17.52M; compared with a net loss of $1.27M a year earlier
Diluted EPS: -$11.26; compared with -$1.18 a year earlier

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Delaware	46-1585656
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification No.)

1185 Avenue of the Americas, 3rd Floor
New York, New York	10036
(Address of principal executive offices)	(Zip code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


	Page
Part I – FINANCIAL INFORMATION	4

Item 1. Financial Statements (Unaudited)	4

Condensed Balance Sheets as of June 30, 2025 and December 31, 2024	4

Condensed Statements of Comprehensive Income and Loss for the three and six months ended June 30, 2025 and 2024	5

Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024	6

Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024	8

Notes to Condensed Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3. Quantitative and Qualitative Disclosures about Market Risk	44

Item 4. Controls and Procedures	44

Part II – OTHER INFORMATION	45

Item 1. Legal Proceedings	45

Item 1A. Risk Factors	45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3. Defaults upon Senior Securities	59

Item 4. Mine Safety Disclosures	59

Item 5. Other Information	59

Item 6. Exhibits	63

Signatures	65


	June 30,		December 31,
	2025		2024
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	14,369,718	$	17,656,221
Digital assets		4,489,594		—
Prepaid expenses and other current assets		921,349		64,633

TOTAL CURRENT ASSETS		19,780,661		17,720,854

Fixed assets, net of accumulated depreciation		10,914		12,925

TOTAL ASSETS	$	19,791,575	$	17,733,779


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	898,153	$	317,287
Accrued expenses		66,104		696,980

TOTAL CURRENT LIABILITIES		964,257		1,014,267

Warrant liability		752,000		3,766,000
Derivative liability		111,000		6,177,000

TOTAL LIABILITIES		1,827,257		10,957,267

Commitments and contingencies

Series C Convertible redeemable preferred stock, $0.0001 par value and $1,000 face value, 1,000,000 shares authorized; 223 and 4,285 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively. Liquidation preference of $223,500 plus dividends accrued at 5% per annum of $17,665 as of June 30, 2025.		267,711		912,830

Series D Convertible redeemable preferred stock, $0.0001 par value and $1,000 face value, 1,000,000 shares authorized; 5,500 and 0 shares issued and outstanding at June 20, 2025 and December 31, 2024, respectively. Liquidation preference of $5,500,000 plus dividends accrued at 5% per annum of $16,806 as of June 30, 2025.		446,942		—

STOCKHOLDERS’ EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 2,504,911 shares issued and outstanding as of June 30, 2025 and 1,357,165 shares issued and outstanding as of December 31, 2024.		251		137
Additional paid-in capital		81,747,969		53,027,049
Accumulated other comprehensive income		5,702		5,702
Accumulated deficit		(64,504,257)		(47,169,206)

TOTAL STOCKHOLDERS’ EQUITY		17,249,665		5,863,682

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	19,791,575	$	17,733,779


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
REVENUES:
Revenues from digital assets	$	3,962	$	—	$	3,962	$	—

OPERATING EXPENSES:
Research and development	$	148,555	$	342,068	$	209,371	$	951,317
General and administrative		2,191,395		1,238,899		3,199,744		2,321,144
Warrant issuance costs		699,845		—		699,845		—
TOTAL OPERATING EXPENSES		3,039,795		1,580,967		4,108,960		3,272,461

OPERATING INCOME (LOSS)		(3,035,833)		(1,580,967)		(4,104,998)		(3,272,461)

OTHER INCOME:
Interest income		152,798		330,508		335,132		793,903
Share of net loss in equity investment		—		(9,850)		—		(18,450)
Unrealized loss on digital assets		(14,368)		—		(14,368)		—
Change in fair value of warrant liability		(14,515,675)		(154,000)		(13,164,675)		(96,000)
Change in fair value of derivative liability		(103,000)		141,000		(182,000)		1,113,000
TOTAL OTHER INCOME		(14,480,245)		307,658		(13,025,911)		1,792,453

Net loss before income taxes		(17,516,078)		(1,273,309)		(17,130,909)		(1,480,008)

Provision for income taxes		—		—		—		—

Net loss		(17,516,078)		(1,273,309)		(17,130,909)		(1,480,008)

Preferred Stock dividends		102,739		155,735		204,142		374,194
Allocation of undistributed income to Series C Convertible Preferred stockholders		—		—		115,930		—

Net loss attributable to common stockholders	$	(17,618,817)	$	(1,429,044)	$	(17,450,981)	$	(1,854,202)

Change in fair value of available for sale debt security		—		100		—		(600)

Net comprehensive loss	$	(17,618,817)	$	(1,428,944)	$	(17,450,981)	$	(1,854,802)

PER SHARE DATA:

Basic and diluted loss per common share	$	(11.26)	$	(1.18)	$	(11.83)	$	(1.64)

Basic and diluted weighted average common shares outstanding		1,565,200		1,206,600		1,475,500		1,128,100


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________________ to __________________


Title of each class		Trading Symbol(s)		Name of each exchange on which registered


Common Stock, $0.0001 par value per share		TAOX		The Nasdaq Stock Market LLC


	Three Months Ended June 30, 2024
													Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance April 1, 2024	3,000	$	823,555	—	$	—	—	$	—	1,085,137	$	109	$	56,088,576	$	(34,035,906)	$	202	$	22,052,981

Stock based compensation	—		—	—		—	—		—	—		—		3,420		—		—		3,420

Issuance of common stock for consulting fees	—		—	—		—	—		—	1,079		1		4,500		—		—		4,501

Preferred stock dividends paid	—		35,000	—		—	—		—	—		—		—		(35,000)		—		(35,000)

Deemed dividend - preferred stock	—		120,735	—		—	—		—	—		—		—		(120,735)		—		(120,735)

Preferred stock redemptions and conversions	(1,000)		(620,300)	—		—	—		—	168,093		17		620,283		—		—		620,300

Accrual of preferred stock and dividend redemption	(2,000)		(2,814,646)	—		—	—		—	—		—		—		—		—		—

Preferred stock accretion	—		2,455,656	—		—	—		—	—		—		(2,455,656)		—		—		(2,455,656)

Comprehensive income	—		—	—		—	—		—	—		—		—		—		100		100

Net loss	—		—	—		—	—		—	—		—		—		(1,273,309)		—		(1,273,309)

Balance June 30, 2024	—	$	—	—	$	—	—	$	—	1,254,309	$	127	$	54,261,123	$	(35,464,950)	$	302	$	18,796,602


	Three Months Ended June 30, 2025
													Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance April 1, 2025	—	$	—	3,570	$	1,278,855	—	$	—	1,389,815	$	140	$	52,048,387	$	(46,885,440)	$	5,702	$	5,168,789

Stock based compensation	—		—	—		—	—		—	73,971		7		582,107		—		—		582,114

Exercise of investor warrants	—		—	—		—	—		—	162,008		16		484,310		—		—		484,326

Issuance of Series D preferred stock and warrants	—		—	—		—	5,500		105,341	—		—		157,442		—		—		157,442

Issuance of common stock for consulting fees	—		—	—		—	—		—	1,867		—		4,500		—		—		4,500

Issuance of warrants for consulting fees	—		—	—		—	—		—	—		—		724,230		—		—		724,230

Preferred stock dividends	—		—	—		32,759	—		16,806	—		—		—		(49,565)		—		(49,565)

Deemed dividends on preferred stock	—		—	—		53,174	—		—	—		—		—		(53,174)		—		(53,174)

Preferred stock redemptions and conversions	—		—	(3,347)		(3,761,034)	—		—	877,250		88		2,948,147		—		—		2,948,235

Preferred stock accretion	—		—	—		2,320,675	—		324,795	—		—		(2,645,470)		—		—		(2,645,470)

Modification of Series C Preferred Stock	—		—	—		343,282	—		—	—		—		6,017,668		—		—		6,017,668

Reclassification of warrants upon amendment	—		—	—		—	—		—	—		—		21,426,648		—		—		21,426,648

Net income	—		—	—		—	—		—	—		—		—		(17,516,078)		—		(17,516,078)

Balance June 30, 2025	—	$	—	223	$	267,711	5,500	$	446,942	2,504,911	$	251	$	81,747,969	$	(64,504,257)	$	5,702	$	17,249,665


	Six Months Ended June 30, 2024
													Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income		Total

Balance January 1, 2024	6,000	$	1,236,940	—	$	—	—	$	—	963,389	$	96	$	57,957,008	$	(33,610,748)	$	902	$	24,347,258

Stock based compensation	—		—	—		—	—		—	—		—		17,827		—		—		17,827

Issuance of common stock for consulting fees	—		—	—		—	—		—	16,701		3		108,998		—		—		109,001

Preferred stock dividends paid	—		122,500	—		—	—		—	—		—		—		(122,500)		—		(122,500)

Deemed dividends on preferred stock	—		251,694	—		—	—		—	—		—		—		(251,694)		—		(251,694)

Preferred stock redemptions and conversions	(2,000)		(1,088,630)	—		—	—		—	274,219		28		1,088,602		—		—		1,088,630

Preferred stock accretion	—		4,911,312	—		—	—		—	—		—		(4,911,312)		—		—		(4,911,312)

Change in fair value of convertible note receivable - investment in debt security	—		—	—		—	—		—	—		—		—		—		(600)		(600)

Net loss	—		—	—		—	—		—	—		—		—		(1,480,008)		—		(1,480,008)

Balance June 30, 2024	—	$	—	—	$	—	—	$	—	1,254,309	$	127	$	54,261,123	$	(35,464,950)	$	302	$	18,796,602


	Six Months Ended June 30, 2025
													Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income		Total

Balance January 1, 2025	—	$	—	4,285	$	912,830	—	$	—	1,357,165	$	137	$	53,027,049	$	(47,169,206)	$	5,702	$	5,863,682

Stock based compensation	—		—	—		—	—		—	73,971		7		585,816		—		—		585,823

Exercise of investor warrants	—		—	—		—	—		—	162,008		16		484,310		—		—		484,326

Issuance of Series D preferred stock and warrants	—		—	—		—	5,500		105,341	—		—		157,442		—		—		157,442

Issuance of common stock for consulting fees	—		—	—		—	—		—	34,517		3		109,113		—		—		109,116

Issuance of warrants for consulting fees	—		—	—		—	—		—	—		—		724,230		—		—		724,230

Preferred stock dividends	—		—	—		80,363	—		16,806	—		—		—		(97,169)		—		(97,169)

Deemed dividends on preferred stock	—		—	—		106,973	—		—	—		—		—		(106,973)		—		(106,973)

Preferred stock redemptions and conversions	—		—	(4,062)		(4,583,396)	—		—	877,250		88		2,948,147		—		—		2,948,235

Preferred stock accretion	—		—	—		3,407,659	—		324,795	—		—		(3,732,454)		—		—		(3,732,454)

Modification of Series C Preferred Stock	—		—	—		343,282	—		—	—		—		6,017,668		—		—		6,017,668

Reclassification of warrants upon amendment	—		—	—						—		—		21,426,648		—		—		21,426,648

Net loss	—		—	—		—	—		—	—		—		—		(17,130,909)		—		(17,130,909)

Balance June 30, 2025	—	$	—	223	$	267,711	5,500	$	446,942	2,504,911	$	251	$	81,747,969	$	(64,504,257)	$	5,702	$	17,249,665


	Six Months Ended		Six Months Ended
	June 30, 2025		June 30, 2024
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss	$	(17,130,909)	$	(1,480,008)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation		585,823		17,827
Accrual of Restricted Stock Awards		387,118		—
Income from crypto currency staking		(3,962)		—
Unrealized loss from crypto currency investment		14,368		—
Warrant issuance costs		699,845
Change in fair value of warrant liability		13,164,675		96,000
Change in fair value of derivative liability		182,000		(1,113,000)
Share of net loss in equity investment		—		18,450
Consulting services paid by issuance of common stock		109,116		109,001
Consulting services paid by issuance of warrants		81,935		—
Depreciation expense		2,011		2,716
Change in assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets		(214,421)		21,612
Increase in accounts payable		3,609		30,697
Decrease in accrued expenses		(630,876)		(388,370)
		14,381,241		(1,205,067)

Net Cash Used in Operating Activities		(2,749,668)		(2,685,075)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of available for sale debt security		—		(1,000,000)
Purchase of crypto currency		(4,500,000)		—

Net Cash Used in Investing Activities		(4,500,000)		(1,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from investor warrant exercises		484,326		—
Net proceeds from Series D Convertible Preferred Stock offering		5,114,000		—
Redemption of Series C Convertible Preferred Stock		(1,430,000)		—
Dividends on Series C Convertible Preferred Stock		(205,161)		—

Net Cash Provided by Financing Activities		3,963,165		—

NET DECREASE IN CASH AND EQUIVALENTS		(3,286,503)		(3,685,075)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		17,656,221		28,661,498

CASH AND EQUIVALENTS AT END OF PERIOD	$	14,369,718	$	24,976,423

DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of Common Stock for Series B Convertible Preferred Stock installment conversions	$	—	$	1,088,630
Accretion of Series B Convertible Preferred Stock to redemption value	$	—	$	4,911,312
Accretion of Series C Convertible Preferred Stock to redemption value	$	3,407,659	$	—
Accretion of Series D Convertible Preferred Stock to redemption value	$	324,795	$	—
Accrual of Series B Convertible Preferred Stock and Dividend Redemption	$	—	$	5,433,816
Accrual of Series D Convertible Preferred Stock and Warrant Issuance Costs	$	190,000	$	—
Warrant liability upon issuance of Series D Convertible Preferred stock	$	5,248,062	$	—
Reclassification of warrant liability to equity	$	21,426,648	$	—
Derivative liability upon issuance of Series D Convertible Preferred stock	$	113,000	$	—
Reclassification of derivative liability to equity	$	6,017,668	$	—
Modification of Series C Preferred Stock	$	343,282	$	—
Series C Convertible Preferred Stock conversions	$	2,948,235	$	—
Accrual of Restricted Stock Awards Payable	$	387,118	$	—
Issuance of Consultant Warrants	$	724,230	$	—
Change in fair value of available for sale debt security	$	—	$	(600)


	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2025	2024	2025	2024
Common Stock Options	35,221	32,625	34,047	31,133
Convertible Preferred Stock	1,282,092	1,987,029	1,275,769	1,987,029
Common Stock Warrants	2,371,419	287,436	1,991,158	287,436
Total	3,688,732	2,307,090	3,300,974	2,305,598


Assets	Tokens	Cost		Fair Market Value		Unrealized Loss
Staked TAO	10,460.82	$	3,512,870	$	3,501,656	$	11,214
Un-staked TAO	2,919.53		987,130		983,976		3,154
Totals	13,400.35	$	4,500,000	$	4,485,632	$	14,368


				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of	Exercise		Term	(in
	Shares	Price		(Years)	thousands)
Options outstanding at January 1, 2025	32,874	$	139.27	7.8	$	7.9
Options granted	2,400	$	2.28	9.8		13.4
Less options forfeited	—	$	—	—		—
Less options expired/cancelled	—	$	—	—		—
Less options exercised	—	$	—	—		—
Options outstanding at June 30, 2025	35,274	$	129.95	7.4	$	—
Options exercisable at June 30, 2025	32,874	$	139.27	7.3	$	—


	For the Three and Six Months Ended		For the three and Six Months Ended
	June 30,		June 30,
	2025	2025	2024	2024
Asset	Token Rewards	Revenue	Token Rewards	Revenue
TAO	11.8354	3,962	—	—


Balance of Digital Assets as of January 1, 2025	$	—
Number of TAO tokens purchased and earned as of June 30, 2025		13,412.18246
Value per token as of June 30, 2025	$	334.74
Value of TAO investment as of June 30, 2025	$	4,489,594
Amount invested as of June 30, 2025	$	4,500,000
Net change	$	(10,406)
Unrealized loss on remeasurement		(14,368)
Increase from staking rewards		3,962
Net Change	$	(10,406)


		Number
		of shares
Warrants outstanding and exercisable December 31, 2024		1,610,898
Warrants issued		3,517,504
Warrants exercised		(162,008)
Warrants expired		—
Warrants outstanding June 30, 2025		4,966,394
Warrants exercisable June 30, 2025		3,766,394


		June 30,		December 31,
Description	Level	2025		2024
Liabilities:
Warrant liability (Note 6)	3	$	752,000	$	3,766,000
Derivative liability (Note 6)	3	$	111,000	$	6,177,000


Balance on December 31, 2024	$	310,000
Change in fair value of warrant liabilities		442,000
Balance on June 30, 2025	$	752,000


Balance on December 31, 2024	$	3,456,000
Change in fair value of warrant liabilities		5,114,270
Reclassification of warrant liability upon amendment		(8,570,270)
Balance on June 30, 2025	$	—


Balance on December 31, 2024	$	—
Fair value of warrant liabilities upon issuance		5,248,062
Change in fair value of warrant liabilities		7,608,316
Reclassification of warrant liability upon amendment		(12,856,378)
Balance on June 30, 2025	$	—


Balance on December 31, 2024	$	6,177,000
Change in fair value from January 1, 2025 to June 9, 2025		222,000
Balance on June 9, 2025 prior to amendment		6,399,000
Change in fair value of derivative liability Series C Preferred Stock based upon amendment		(6,361,000)
Balance on June 9, 2025 after amendment		38,000
Change in fair value of derivative liability from June 9, 2025 to June 30, 2025		(37,000)
Balance on June 30, 2025	$	1,000


Balance on December 31, 2024	$	—
Fair value of derivative liability upon issuance		113,000
Change in fair value of derivative liability Series D Preferred Stock		(3,000)
Balance on June 30, 2025	$	110,000


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
External clinical development expenses	$	84,457	$	250,503	$	110,648	$	786,895
Personnel related and stock-based compensation		44,258		76,225		57,083		132,100
Other research and development expenses		19,840		15,340		41,640		32,322
Total research and development expenses	$	148,555	$	342,068	$	209,371	$	951,317


	Three Months ended
	June 30,				Dollar
	2025		2024		Change		% Change
Staking revenue	$	3,962		—	$	3,962	NA
Operating Expenses:
Research and development expenses	$	148,555	$	342,068	$	(193,513)	(56.6)	%
General and administrative expenses	$	2,191,395	$	1,238,899	$	952,496	76.9	%
Warrant issuance costs	$	699,845	$	—	$	699,845	NA
Other income (expense), net	$	(14,480,245)	$	307,658	$	(14,787,903)	(4,806.6)	%
Net income (loss)	$	(17,516,078)	$	(1,273,309)	$	(16,242,769)	1,275.6	%
Net comprehensive loss attributable to common stockholders	$	(17,618,817)	$	(1,428,944)	$	(16,189,873)	1,133.0	%


	Six Months Ended June 30,
	2025		2024
Cash used in operating activities	$	2,749,668	$	2,685,075
Cash used in investing activities	$	4,500,000	$	1,000,000
Cash provided by financing activities	$	3,963,165	$	—

Exhibit Number
3.1		Certificate of Designations for the Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-3 filed on July 11, 2025).

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on June 27, 2025).

3.3		Amended and Restated Bylaws of TAO Synergies Inc.

4.1		Form of Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 9, 2025).

4.2		Form of Consultant Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on June 9, 2025).

4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-3 filed on July 11, 2025).

4.4		Form of Second Amendment to Series C Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

4.5		Form of First Amendment to Series D Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

4.6		Form of First Amendment to 2025 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

4.7		Form of First Amendment to 2024 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto.

10.1		Securities Purchase Agreement, dated June 9, 2025 by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 9, 2025).

10.2		Registration Rights Agreement, dated June 9, 2025, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on June 9, 2025).

10.3		Engagement Letter, dated June 9, 2025 by and between Synaptogenix, Inc. and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on June 9, 2025).

10.4		Engagement Letter, dated September 10, 2024 by and between Synaptogenix, Inc. and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on September 11, 2024).

10.5		Consulting Services Agreement by and between the Company, James Altucher and Z-List Media, Inc. (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on June 9, 2025).

10.6		Consulting Services Agreement by and between the Company and Dr. Daniel L. Alkon, M.D. (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed on June 9, 2025).

10.7		Form of Executive Compensation Agreement, effective as of July 1, 2025, by and between the Company and Josh Silverman.

31.1		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from this Quarterly Report on Form 10-Q for the period ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Statements of Operations; (ii) the Condensed Balance Sheets; (iii) the Condensed Statements of Cash Flows; and (iv) the Notes to Financial Statements, tagged as blocks of text.

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)


	TAO Synergies Inc.

Date: August 14, 2025	By:	/s/ Joshua N. Silverman
		Joshua N. Silverman
		Executive Chairman of the Board of Directors
		(principal executive officer)

Date: August 14, 2025	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
		(principal financial officer and principal accounting officer)

		Page(s)
ARTICLE I STOCKHOLDERS		1
	Section 1. Annual Meeting	1
	Section 2. Special Meetings	1
	Section 3. Notice of Meetings	1
	Section 4. Quorum	1
	Section 5. Organization	2
	Section 6. Conduct of Business	2
	Section 7. Proxies and Voting	2
	Section 8. Action without Meeting	2
	Section 9. Stock List	3
ARTICLE II BOARD OF DIRECTORS		3
	Section 1. Number, Election, Tenure and Qualification	3
	Section 2. Vacancies and Newly Created Directorships	3
	Section 3. Resignation and Removal	3
	Section 4. Regular Meetings	4
	Section 5. Special Meetings	4
	Section 6. Quorum	4
	Section 7. Action by Consent	4
	Section 8. Participation in Meetings by Electronic Communications Equipment	4
	Section 9. Conduct of Business	4
	Section 10. Powers	5
	Section 11. Compensation of Directors	5
ARTICLE III COMMITTEES		5
	Section 1. Committees of the Board of Directors	5
	Section 2. Conduct of Business	6
ARTICLE IV OFFICERS		6
	Section 1. Enumeration	6
	Section 2. Election	6
	Section 3. Qualification	6
	Section 4. Tenure and Removal	7
	Section 5. Chairman of the Board	7
	Section 6. President and Chief Executive Officer	7
	Section 7. Vice Presidents	7
	Section 8. Treasurer and Assistant Treasurers	7
	Section 9. Secretary and Assistant Secretaries	8
	Section 10. Bond	8
	Section 11. Action with Respect to Securities of Other Corporations	8
ARTICLE V STOCK		8
	Section 1. Certificates of Stock	8
	Section 2. Transfers of Stock	8
	Section 3. Record Date	9
	Section 4. Lost, Stolen or Destroyed Certificates	9
	Section 5. Regulations	9
	Section 6. Interpretation	9

ARTICLE VI NOTICES		9
	Section 1. Notices	9
	Section 2. Waiver of Notice	10
ARTICLE VII INDEMNIFICATION		10
	Section 1. Actions other than by or in the Right of the Corporation	10
	Section 2. Actions by or in the Right of the Corporation	10
	Section 3. Success on the Merits	11
	Section 4. Specific Authorization	11
	Section 5. Advance Payment	11
	Section 6. Non-Exclusivity	11
	Section 7. Insurance	12
	Section 8. Continuation of Indemnification and Advancement of Expenses	12
	Section 9. Severability	12
	Section 10. Intent of Article	12
ARTICLE VIII CERTAIN TRANSACTIONS		12
	Section 1. Transactions with Interested Parties	12
	Section 2. Quorum	13
ARTICLE IX MISCELLANEOUS		13
	Section 1. Facsimile and Electronic Signatures	13
	Section 2. Reliance upon Books, Reports and Records	13
	Section 3. Fiscal Year	13
	Section 4. Time Periods	13
ARTICLE X AMENDMENTS		13