TAO Synergies Inc 8-K, filed Dec 28, 2022
TAO Synergies Inc. (TAOX)
About this 8-K
TAO Synergies Inc filed this 8-K on December 28, 2022, reporting on events of December 27, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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| Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 27, 2022, the Board of Directors of Synaptogenix, Inc. (the “Company”) approved an amendment (the “Amendment”) to the bylaws of the Company (the “Bylaws”). The Amendment, which became effective immediately, amends and restates Article 1, Section 4 of the Bylaws to modify the quorum requirement for meetings of the stockholders of the Company to provide that the presence, in person or by proxy, of holders of at least one-third of the issued and outstanding shares of stock of the Company entitled to vote at such meeting will constitute a quorum at all meetings of the stockholders. Prior to the amendment, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote would constitute a quorum at all meetings of stockholders.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is hereby incorporated into this item by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit
No. |
Description | |
| 3.1 | Amendment to the Bylaws of Synaptogenix, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Date: December 28, 2022 | Synaptogenix, Inc. | |
| By: | /s/ Robert Weinstein | |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
Exhibit A
AMENDMENT
TO THE BYLAWS OF
SYNAPTOGENIX, INC.
This Amendment (this “Amendment”) to the Bylaws (the “Bylaws”) of Synaptogenix, Inc., a Delaware corporation (the “Company”), is effective as of December 27, 2022 and is made pursuant to Article SEVENTH of the Certificate of Incorporation of the Company.
| 1. | Section 4 of Article I of the Bylaws is hereby amended by deleting Section 4 of Article I of the Bylaws in its entirety and replacing it with the following: |
At any meeting of the stockholders, the holders of one third of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, one third of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.
| 2. | Except as set forth in this Amendment, no terms or conditions of the Bylaws have changed. In the event of any inconsistencies between the terms of this Amendment and the Bylaws, the terms of this Amendment shall prevail. |
| By: | /s/ Robert Weinstein | |
| Name: Robert Weinstein | ||
| Title: Chief Financial Officer | ||