8-K - TAOX - Equibles

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): April 30, 2021

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-249434	46-1585656
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

1185Avenue of the Americas, 3**^rd^ FloorNew 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 (seeGeneral Instruction A.2. below):

¨	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

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. x

Item 9.01	FinancialStatements and Exhibits.

(b) The unaudited pro forma consolidated balance sheet of Synaptogenix, Inc. (the “Company”) as of December 31, 2020, is filed hereto as Exhibit 99.1 and is incorporated herein by reference. Such unaudited pro forma consolidated balance sheet of the Company gives effect to the sale by the Company in January 2021 of (a) an aggregate of 9,335,533 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.01 per share, (b) Series E warrants to purchase 9,335,533 shares of Common Stock, with an exercise price of $2.1275 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement (the “Series E Warrants”) and (c) Series F warrants to purchase up to an aggregate of 9,335,533 shares of Common stock, with an exercise price of $1.725 per share (subject to adjustment), for a period of five years from the date of issuance (the “Series F Warrants” and together with the Series E Warrants, the “Warrants”) at a combined purchase price of $1.50 per share of Common Stock and Warrants, for aggregate gross proceeds of $14.0 million.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	The unaudited pro forma consolidated balance sheet of the Company as of December 31, 2020

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: April 30, 2021	By:	/s/ Robert Weinstein
	Name:	Robert Weinstein
	Title:	Chief Financial Officer

Exhibit 99.1

SYNAPTOGENIX, INC.

BALANCE SHEETS

(Unaudited)

			Offering		Pro forma as of
			Entries		December 31,
			January 2021		2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents	5,795,055		$	12,589,667	$	18,384,722
Grant receivable	127,445			-		127,445
Prepaid expenses and other current assets	806,289			-		806,289
TOTAL CURRENT ASSETS	6,728,789			12,589,667		19,318,456
Fixed assets, net of accumulated depreciation	22,212			-		22,212
TOTAL ASSETS	6,751,001		$	12,589,667	$	19,340,668
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	1,260,335		$	-	$	1,260,335
Accrued expenses	352,154			-		352,154
TOTAL CURRENT LIABILITIES	1,612,489			-		1,612,489
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock - 1,000,000 shares authorized as of December 31, 2020, 0.0001 par value;
0 shares issued and outstanding as of December 31, 2020
Common stock - 150,000,000 shares authorized as of December 31, 2020, 0.0001 par value;	-			-		-
5,030,316 shares issued and outstanding as of December 31, 2020
14,032,516 pro forma shares issued and outstanding as of December 31, 2020.	503			900		1,403
Additional paid-in capital	6,668,482			12,588,767		19,257,249
Accumulated deficit	(1,530,473	)		-		(1,530,473	)
TOTAL SHAREHOLDERS' EQUITY	5,138,512			12,589,667		17,728,179
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	6,751,001		$	12,589,667	$	19,340,668

All values are in US Dollars.