TAO Synergies Inc 10-K/A for FY2025
TAO Synergies Inc. (TAOX)
About this 10-K/A
TAO Synergies Inc filed this 10-K/A on June 5, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $299.06K
- compared with $0 a year earlier
- Net loss
- $28.74M
- compared with a net loss of $12.77M a year earlier
- Diluted EPS
- -$8.81
- compared with -$10.99 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
for the fiscal year ended
or
for the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
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(Registrant’s Telephone Number, including area code) | |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| The |
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller reporting company | |
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Emerging growth company |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the common stock held by non-affiliates of the registrant was $
As of March 30, 2026, the registrant had
Auditor Name: | Stephano Slack LLC | Auditor Location: | Wayne, PA | Auditor Firm ID: | 03523 |
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Tao Synergies Inc. (the “Company”) for the fiscal year ended December 31, 2025, as originally filed with the Securities and Exchange Commission on March 31, 2026 (the “Original Filing”). This Amendment is being filed solely to correct the Report of Independent Registered Public Accounting Firm (the “Audit Report”) issued by Stephano Slack LLC (PCAOB ID#03523). Specifically, the Company’s independent registered public accounting firm has revised the Audit Report’s description of the critical audit matter related to the valuation of the Company’s preferred stock embedded derivative liabilities, as more fully described in the Audit Report and Note 6 to the consolidated financial statements. The corrections in this Amendment are consistent with, and derived from, the audited consolidated financial statements included in the Original Filing and Note 6 to such consolidated financial statements. Each of (i) the audited consolidated financial statements included in the Original Filing, (ii) the notes to such consolidated financial statements, and (iii) the auditor’s unqualified opinion on such consolidated financial statements is not affected by this correction and remains unchanged from the Original Filing.
Except as described above, this Amendment does not amend, update, or otherwise modify any other items, disclosures, or financial statements contained in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the registrant’s other filings with the Securities and Exchange Commission.
This Amendment includes new certifications by the Company’s principal executive officer and principal financial officer, which are furnished as Exhibits 31.1, 31.2, and 32.1 to this Amendment, and the Auditor Consent, which is filed as Exhibit 23.1 to this Amendment.
PART II
Item 8. Financial Statements and Supplementary Data.
Our audited financial statements as of, and for the years ended December 31, 2025 and December 31, 2024 are included beginning on Page F-1 immediately following the signature page to this report. See “Item 15. Exhibits and Financial Statement Schedules” for a list of the financial statements included herein.
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PART IV
Item 15. Exhibits and Financial Statements Schedules.
The following documents are filed as part of this Annual Report on Form 10-K/A:
(a)(1) Financial Statements
For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K/A, incorporated into this Item by reference.
(a)(2) Financial Statement Schedules
None.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K/A.
Exhibit | | Description |
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23.1 | | |
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31.1 | | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer |
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31.2 | | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer |
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32.1 | | |
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101.INS | | Inline XBRL Instance Document |
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101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, thereunto duly authorized in the City of New York, New York, on June 5, 2026.
TAO SYNERGIES INC. | | |
By: | /s/ Joshua N. Silverman | |
| Joshua N. Silverman | |
| Executive Chairman | |
| (principal executive officer) | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua N. Silverman and Robert Weinstein (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K/A and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE | | TITLE | | DATE |
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/s/ Joshua N. Silverman |
| Executive Chairman and Director |
| June 5, 2026 |
Joshua N. Silverman |
| (Principal Executive Officer) |
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/s/ Robert Weinstein |
| Chief Financial Officer |
| June 5, 2026 |
Robert Weinstein |
| (Principal Financial and Principal Accounting Officer) |
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/s/ Bruce T. Bernstein |
| Director and Vice-Chairman of the Board |
| June 5, 2026 |
Bruce T. Bernstein |
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s/ William S. Singer |
| Director |
| June 5, 2026 |
William S. Singer |
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s/ Robert Ephron |
| Director |
| June 5, 2026 |
Robert Ephron |
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TAO SYNERGIES INC.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Stephano Slack LLC PCAOB ID: 03523) | | F-2 |
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CONSOLIDATED FINANCIAL STATEMENTS: | | |
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| F-4 | |
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Consolidated Statements of Operations and Comprehensive Loss | | F-5 |
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| F-6 | |
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| F-7 | |
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| F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of TAO Synergies Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of TAO Synergies, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of comprehensive loss, stockholders’ equity, and cash flows for the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of preferred stock and bifurcated embedded derivative
As discussed in Note 6 to the consolidated financial statements, on June 9, 2025, the Company sold 5,500 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”), with various embedded features. The Preferred Stock was determined to be more akin to a debt-like host than an equity-like host. The Company concluded that the embedded features were not clearly and closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded Derivatives”). These Embedded Derivatives resulted in a derivative liability that is measured at fair value at inception and then is required to be remeasured and reported at fair value at each reporting date. Management’s estimate of the derivative liability at inception and as of December 31, 2025 was $113,000 and $2,000, respectively.
F-2
As discussed in Note 6 to the consolidated financial statements, on October 13, 2025, the Company sold 11,000 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”), with various embedded features. The Preferred Stock was determined to be more akin to a debt-like host than an equity-like host. The Company concluded that the embedded features were not clearly and closely related to the debt host instrument and thus were deemed to be Embedded Derivatives. These Embedded Derivatives resulted in a derivative liability that is measured at fair value at inception and then is required to be remeasured and reported at fair value at each reporting date. Management’s estimate of the derivative liability at inception and as of December 31, 2025 was $7,741,000 and $2,112,000, respectively.
Management applies considerable judgment in selecting assumptions used to estimate the fair value of Preferred Stock and derivative liability, and changes in market conditions or variations in certain assumptions could result in significant fluctuations in the estimate. Management estimates the fair value of the Preferred Stock and derivative liability using a discounted cash flow scenario model, with the following inputs: the fair value of the Company’s common stock on the issuance date and re-measurement date, estimated equity volatility, the time to maturity, the installment redemption premium percentage, a market interest rate, a risk-free rate, and the dividend rate. The fair value of the derivative liability was estimated utilizing a with-and-without method, which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.
Given the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management’s valuation of the Preferred Stock and derivative liability is a critical audit matter, which required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the judgments made and the reasonableness of the models and assumptions used in the valuation. The audit effort included the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others:
/s/
We have served as the Company’s auditor since 2024.
March 31, 2026
F-3
TAO SYNERGIES INC.
CONSOLIDATED BALANCE SHEETS
| | December 31, | | December 31, | ||
| | 2025 | | 2024 | ||
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Digital assets | | | | | | — |
Prepaid expenses and other current assets | |
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TOTAL CURRENT ASSETS | |
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Fixed assets, net of accumulated depreciation | | | | | | |
Investments in limited partnership interests, at fair value | |
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| — |
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TOTAL ASSETS | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
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CURRENT LIABILITIES | |
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Accounts payable | | $ | | | $ | |
Accrued expenses | |
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TOTAL CURRENT LIABILITIES | |
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Warrant liability | | | | | | |
Derivative liability | | | | | | |
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TOTAL LIABILITIES | | | | | | |
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Commitments and contingencies | |
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Series C Convertible redeemable preferred stock, $ | |
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Liquidation preference of $ | | | — | | | |
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Series D Convertible redeemable preferred stock, $ | | | | | | |
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Liquidation preference of $ | | | | | | — |
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Series E Convertible redeemable preferred stock, $ | | | | | | |
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Liquidation preference of $ | | | | | | — |
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STOCKHOLDERS’ EQUITY | | | | | | |
Common stock - | | | | | | |
Additional paid-in capital | |
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Accumulated other comprehensive income | | | | | | |
Accumulated deficit | |
| ( | |
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TOTAL STOCKHOLDERS’ EQUITY | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
TAO SYNERGIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| | Year Ended | | Year Ended | ||
| | December 31, | | December 31, | ||
| | 2025 | | 2024 | ||
REVENUES: | | | | | | |
Revenues from TAO staking | | $ | | | $ | — |
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OPERATING EXPENSES: | | | | | | |
Research and development | | | | | | |
General and administrative | |
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TOTAL OPERATING EXPENSES | |
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OPERATING INCOME (LOSS) | | | ( | | | ( |
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OTHER INCOME (LOSS): | |
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Interest income | | | | | | |
Share of net loss in equity investment | | | — | | | ( |
Loss on write-off of available for debt security | | | — | | | ( |
Loss on write-off of equity investment | | | — | | | ( |
Warrant issuance costs | | | ( | | | ( |
Unrealized loss on digital assets | | | ( | | | — |
Change in fair value of limited partnership investments | | | ( | | | — |
Loss on issuance of Preferred Stock | | | ( | | | ( |
Change in fair value of warrant liability | | | ( | | | ( |
Change in fair value of derivative liability | | | | | | |
TOTAL OTHER INCOME (LOSS) | | | ( | | | ( |
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Net income (loss) before income taxes | |
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Provision for income taxes | |
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Net income (loss) | |
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Preferred Stock dividends | |
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Net income (loss) attributable to common stockholders | | $ | ( | | $ | ( |
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Change in fair value of available for sale debt security | | | — | | | |
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Comprehensive loss | | $ | ( | | $ | ( |
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PER SHARE DATA: | |
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Basic and diluted net loss per common share | | $ | ( | | $ | ( |
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Basic and diluted weighted average common shares outstanding | |
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
TAO SYNERGIES INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
| | Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | | | | | | |
| | Series B Preferred Stock | | Series C Preferred Stock | | Series D Preferred Stock | | Series D Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Accumulated Other | | | | ||||||||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | Shares | | Amount | | Capital | | Deficit | | Comprehensive Income | | Total | |||||||||
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Balance January 1, 2024 | | | | $ | | | — | | $ | — | | — | | $ | — | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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Stock based compensation | | — | |
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Issuance of Preferred Stock | | — | | | — | | | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
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Issuance of common stock for consulting fees | | — | |
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Preferred stock dividends paid | | — | | | | | — | | | | | — | | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
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Deemed dividends on preferred stock | | — | | | | | — | | | | | — | | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
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Preferred stock redemptions and conversions | | ( | | | ( | | ( | | | ( | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Accrual of preferred stock and dividend redemption | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
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Preferred stock accretion | | — | | | | | — | | | | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
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Comprehensive income for the change in fair value of convertible note receivable - investment in debt security | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
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Net loss | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
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Balance December 31, 2024 | | — | | $ | — | | | | $ | | | — | | $ | — | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | | | | | | |
| | Series B Preferred Stock | | Series C Preferred Stock | | Series D Preferred Stock | | Series E Preferred Stock | | | Common Stock | | Paid-In | | Accumulated | | Accumulated Other | | | | ||||||||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | Shares | | Amount | | Capital | | Deficit | | Comprehensive Income | | Total | |||||||||
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Balance January 1, 2025 |
| — | | $ | — | | | | $ | | | — | | $ | — | | — | | $ | — | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
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Stock based compensation | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Exercise of investor warrants | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Issuance preferred stock and warrants | | — | | | — | | — | | | — | | | | | | | | | | — | | | — | | | — | | | | | | — | | | — | | | |
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Issuance of common stock for consulting fees | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | | | | | | | | | | — | | | — | | | |
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Issuance of warrants for consulting fees | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accrual of preferred stock dividends | | — | | | — | | — | | | | | — | | | | | — | | | | | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payment of preferred stock dividends | | — | | | — | | — | | | — | | — | | | ( | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deemed dividends on preferred stock | | — | | | — | | — | | | | | — | | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock redemptions and conversions | | — | | | — | | ( | | | ( | | ( | | | ( | | — | | | — | | | | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock accretion | | — | | | — | | — | | | | | — | | | | | — | | | | | | — | | | — | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Modification of Series C Preferred Stock | | — | | | — | | — | | | | | — | | | — | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of warrants upon amendment | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — |
| — | |
| — |
| — | |
| — |
| — | |
| — | | | — | | | — | |
| — | |
| ( | | | — | |
| ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 30, 2025 |
| — | | $ | — | | — | | $ | — | | | | $ | | | | | $ | | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TAO SYNERGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Year Ended | | Year Ended | ||
| | December 31, 2025 | | December 31, 2024 | ||
CASH FLOW USED IN OPERATING ACTIVITIES | | | | | | |
Net income (loss) | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net | |
| | |
| |
cash used by operating activities | | | | | | |
Stock based compensation | |
| | |
| |
Non-cash revenue from digital assets | | | ( | | | — |
Unrealized loss on digital assets | | | | | | — |
Change in fair value of limited partnership investments | | | | | | — |
Warrant issuance costs | | | | | | |
Loss on issuance of Convertible Preferred Stock | | | | | | |
Change in fair value of warrant liability | | | | | | |
Change in fair value of derivative liability | | | ( | | | ( |
Share of net loss in equity investment | | | — | | | |
Loss on write-off of available for debt security | | | — | | | |
Loss on write-off of equity investment | | | — | | | |
Consulting services paid by issuance of common stock | | | | | | |
Consulting services paid by issuance of warrants | | | | | | — |
Depreciation expense | |
| | |
| |
Change in assets and liabilities: | |
| | |
| |
(Increase) decrease in prepaid expenses and other current assets | |
| ( | |
| |
Increase (decrease) in accounts payable | |
| | |
| ( |
(Decrease) increase in accrued expenses | |
| ( | |
| |
| |
| | |
| |
| | | | | | |
Net Cash Used in Operating Activities | | | ( | | | ( |
| | | | | | |
CASH FLOWS USED IN INVESTING ACTIVITIES | |
| | |
| |
Purchase of available for sale debt security | |
| — | |
| ( |
Purchase of limited partnership investments | | | ( | | | — |
Purchase of crypto currency | | | ( | | | — |
| | | | | | |
Net Cash Used in Investing Activities | |
| ( | |
| ( |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | |
| |
Proceeds from investor warrant exercises | | | | | | — |
Net proceeds from Series C Convertible Preferred Stock offering | | | — | | | |
Net proceeds from Series D Convertible Preferred Stock offering | | | | | | — |
Net proceeds from Series E Convertible Preferred Stock offering | | | | | | — |
Redemption of Series B Convertible Preferred Stock | | | — | | | ( |
Redemption of Series C Convertible Preferred Stock | | | ( | | | ( |
Dividends on Convertible Preferred Stock | | | ( | | | ( |
| | | | | | |
Net Cash Provided by (Used in) Financing Activities | |
| | |
| ( |
| | | | | | |
NET DECREASE IN CASH AND EQUIVALENTS | |
| ( | |
| ( |
| | | | | | |
CASH AND EQUIVALENTS AT BEGINNING OF YEAR | |
| | | | |
| | | | | | |
CASH AND EQUIVALENTS AT END OF YEAR | | $ | | | $ | |
| | | | | | |
DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | |
| | | | | | |
Issuance of Common Stock for Series B Convertible Preferred Stock installment conversions | | $ | — | | $ | |
Accretion of Series B Convertible Preferred Stock to redemption value | | $ | — | | $ | |
Accretion of Series C Convertible Preferred Stock to redemption value | | $ | | | $ | |
Accretion of Series D Convertible Preferred Stock to redemption value | | $ | | | $ | — |
Accretion of Series E Convertible Preferred Stock to redemption value | | $ | | | $ | — |
Warrant liability upon issuance of Series C Convertible Preferred stock | | $ | — | | $ | |
Warrant liability upon issuance of Series D Convertible Preferred stock | | $ | | | $ | — |
Reclassification of warrant liability | | $ | | | $ | — |
Derivative liability upon issuance of Series C Convertible Preferred stock | | $ | — | | $ | |
Derivative liability upon issuance of Series D Convertible Preferred stock | | $ | | | $ | — |
Derivative liability upon issuance of Series E Convertible Preferred stock | | $ | | | $ | — |
Reclassification of derivative liability | | $ | | | $ | — |
Series C Convertible Preferred Stock conversions and redemptions | | $ | | | $ | — |
Issuance of Consultant Warrants | | $ | | | $ | — |
Change in fair value of available for sale debt security | | $ | — | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
TAO SYNERGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization, Business, Risks and Uncertainties:
Organization and Business
On May 17, 2020, Neurotrope, Inc. (“Neurotrope” or “the Parent”) announced plans for the complete legal and structural separation of its wholly owned subsidiary, Neurotrope Bioscience, Inc., from Neurotrope (the “Spin-Off”). Under the Separation and Distribution Agreement, Neurotrope distributed all of its equity interest in this wholly owned subsidiary to Neurotrope’s stockholders. Following the Spin-Off, Neurotrope does not own any equity interest in the Company, and the Company operates independently from Neurotrope. On December 7, 2020, Neurotrope Bioscience, Inc. became an independent company, Synaptogenix, Inc., a Delaware corporation (“Synaptogenix”) when Synaptogenix filed an amended and restated certificate of incorporation which, among other things, changed its name to Synaptogenix, Inc. (the “Company”).
On June 9, 2025, in connection with the Company’s previously announced exploration of strategic opportunities, the Company announced the launch of a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. On June 25, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State for the State of Delaware, effective June 26, 2025, to change the name of the Company from “Synaptogenix, Inc.” to “TAO Synergies Inc.”
On September 26, 2025, the Company formed a subsidiary TAOX Florida Inc. for the purpose of facilitating the Company’s expansion into the cryptocurrency treasury strategy business.
The Company’s shares of common stock, par value $
Recent Developments
In December 2024, the Company announced via press release that the board of directors of the Company (the “Board”) had formed an independent special committee (the “Special Committee”) to explore strategic opportunities to create and enhance value for investors, including promising drug development platforms and/or compelling new technologies and services.
As a result of the Special Committee’s efforts, the Company launched its differentiated cryptocurrency treasury strategy, as described above, to stake TAO for revenue generation and capital appreciation, a strategy which underscores the Company’s mission to create value for shareholders.
Background on TAO and Bittensor
Bittensor is a public Layer 1 blockchain, called Subtensor, built with the Substrate framework and organized into independent “subnets” where miners produce digital commodities (commonly AI outputs) and validators evaluate them. Depending on the subnet’s incentive mechanism, miners may produce digital commodities that can include, for example, text prompt completions and other question-answer outputs, vector embeddings and related semantic search or ranking outputs, code-related outputs, image generation outputs, and speech-to-text transcription outputs. On chain, an algorithm named Yuma Consensus aggregates validators’ rankings of miners to compute emissions (new tokens minted by the protocol) for miners, validators, stakers, and subnet creators. This mechanism is widely referred to in project materials as Bittensor’s “Proof-of-Intelligence” consensus model. In this context, “consensus” refers to stake-weighted convergence on subnet validator scoring used to allocate emissions and other incentives, and not to transaction ordering or block finality, which are currently provided on Subtensor through a separate proof-of-authority authority set. Subtensor’s transaction ordering and block finality are currently provided by a proof of authority model under which a small, permissioned “authority set” produces and finalizes blocks. TAO is the Network’s native token and is used to pay transaction fees, incentivize subnet participants, and for staking. Staking TAO affects how emissions and incentives are allocated (including by influencing validator stake weight and related reward calculations and, under dTAO (defined below), by staking into a subnet’s on-chain pool to receive that subnet’s alpha token) and may affect governance participation. Staking TAO does not itself validate or finalize Subtensor transactions. TAO is, however, also used for governance (including voting power that may be exercised directly or via delegation) and may be used to create/register subnets under protocol rules.
F-8
As of March 26, 2026, TAO’s circulating supply was approximately
Under the February 13, 2025 Dynamic TAO (dTAO) upgrade, newly issued TAO is first routed to subnets under protocol rules that, as of November 2025, allocate TAO across subnets based on net TAO inflows from staking activity rather than subnet token prices, and staking into a subnet exchanges TAO for that subnet’s alpha token. Subnet alpha tokens are subnet-specific tokens a participant receives when staking TAO into the subnet’s on-chain market pool, and the alpha token to subnet exchange rate is generally determined by the pool’s reserves. Exits convert alpha tokens back to TAO at the prevailing pool exchange rate at the time of conversion, so outcomes are price sensitive. According to current documentation, emissions for each subnet are generally distributed at the end of every approximately 360 blocks, or about 72 minutes, and the subnet’s participant distribution is generally allocated 41% to miners, 41% to validators and their stakers, and 18% to the subnet owner. The Bittensor blockchain does not impose protocol-enforced delays (unbonding periods) in accessing unstaked TAO. That said, custodians, validators, liquidity pools, or other service providers and operational setups may impose operational, contractual, or practical limits on withdrawal timing or liquidity.
The initial Bittensor mainnet “Kusanagi” launched in January 2021, was followed by the “Nakamoto” upgrade in November 2021, then a fork to the current “Finney” chain on March 20, 2023. Subnets went live on October 2, 2023. Governance has transitioned to a bicameral model in which a Triumvirate (employees of the Opentensor Foundation) authors proposals and a Senate (a group of delegates who have elected to participate in proposals) must approve the proposals prior to implementation. The Senate is comprised of the top delegate hotkeys by stake. In this specific context, a “hotkey” is the operational public key used by a participant to conduct on-chain actions (including by a validator), and a “delegate” is a hotkey that accepts delegated TAO from third parties for staking. “Top” refers to the delegate hotkeys with the highest total stake at a given time. Per current documentation, the Senate has 12 seats (although not all must be filled), and a delegate generally must reach at least 2% of total network stake amount through delegation or self-stake and elect to participate in the Senate. If all twelve Senate seats are filled, and a delegate wishes to join, the lowest stake member is replaced. Because Senate membership is stake-based, governance influence may be concentrated among large stakers and delegates.
Cryptocurrency Asset Strategy
In June 2025, the Company adopted a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor. Bittensor is a decentralized blockchain network for machine learning and AI. This was a shift from our prior approach of holding excess cash (as defined below) primarily in FDIC-insured interest-bearing accounts. We now seek to allocate substantial portions of our excess cash to purchasing TAO, with the goal of obtaining an increased yield on excess cash by staking TAO for revenue generation and capital appreciation, a strategy that underscores our mission to create significant value for shareholders.
To identify “excess cash,” the Company first evaluates its cash, cash equivalents, and short-term investments (collectively, “cash assets”). The Company then estimate the amount of cash assets required to fund approximately
F-9
To guide its cryptocurrency asset purchases, the Company’s Board adopted a long-only TAO accumulation strategy and has delegated authority to our Executive Chairman, in consultation with internal personnel and external advisors, to determine the timing, size, and method of TAO purchases with the objective of maximizing tokens per share. Under this authority, management reviews our cash assets, identifies any excess cash as described above, and determines whether to allocate such excess cash to the acquisition of TAO. In addition to using excess cash, the Company’s acquisition strategy may also involve issuing debt or equity securities or undertaking other capital raising transactions, subject to market conditions, with the objective of using the proceeds to purchase additional TAO.
The Company has not established a specific target amount of TAO that we seek to hold. Instead, the Company monitors market conditions, liquidity needs, and financing opportunities in determining whether to make additional TAO purchases in the future. The Company views its TAO holdings as long-term holdings and expect to continue accumulating TAO over time. As of December 31, 2025, approximately
Although a liquid market for TAO exists, the Company has not monetized (i.e., sold) any TAO to date. A majority of the Company’s TAO is staked as soon as trade settlement permits, and the Company currently stakes TAO through two staking providers - tao5 and Yuma. The Company only engages in TAO staking. In the future, the Company may explore additional yield-enhancement strategies, including participation in Bittensor subnets. Any such activity would likely be undertaken with a third-party partner possessing substantial subnet expertise.
Staking Program
The Company stakes its TAO tokens, with the percentage staked varying based on various liquidity and operational considerations, and review this allocation periodically. All staking services are provided through BitGo pursuant to the terms of a Custodial Services Agreement (“CSA”) and the BitGo Staking & Delegation Services Terms (collectively, the “Staking Terms”) which are described below under the heading “Use of Custodians and Storage of TAO Tokens.” In addition, the Company has entered into a non-custodial Staking & Delegation Technology Services Agreement with Yuma Validator, LLC (the “Yuma Agreement”) under which Yuma operates a validator for root subnet staking on the Bittensor network. Yuma does not custody our TAO or any rewards. For 18 months following the effective date of that agreement, the Company is required to delegate at least
Process of Staking
The Custodian currently supports staking TAO to the tao5 and Yuma validators pursuant to its Staking Terms. Under these terms, the Custodian or its designated third-party providers, with input from the Company, stake delegated TAO, and exercise any validation rights and voting rights (which do not include protocol governance or voting rights), and distribute net rewards subject to validator service fees. The Bittensor blockchain does not impose protocol-enforced delays or unbonding periods. The Company does not currently engage in subnet staking or participate in AMM pools, but may do so in the future. Yuma’s role is non-custodial, and its commission rate pursuant to the Yuma Agreement is the publicly posted validator commission on the Bittensor blockchain and may change from time to time.
The Bittensor Network
Bittensor is a public Layer 1 blockchain, called Subtensor, built with the Substrate framework and organized into independent “subnets” where miners produce digital commodities (commonly AI outputs) and validators evaluate them. On chain, an algorithm named Yuma Consensus aggregates validators’ rankings of miners to compute emissions (new tokens minted by the protocol) for miners, validators, stakers, and subnet creators. This incentive mechanism is widely referred to in project materials as “Proof-of-Intelligence.” TAO is the Network’s native token and is used to pay transaction fees, incentivize subnet participants, and for staking.
F-10
Validators
The Company relies on the Custodian to facilitate our staking activities with respect to TAO tokens. Through its staking services, the Custodian holds and stakes our TAO through its selected validators tao5 and Yuma.
All miner-performance validation in Bittensor occurs within subnets; block/transaction validation occurs on the Subtensor blockchain. Each subnet independently produces the digital commodities that are its focus, with the subnet creator defining an incentive mechanism for validators to use in judging miners’ work. Validators apply this incentive mechanism to miners, score their performance, and submit these weights to the Bittensor blockchain. These validator scores are then used by the Yuma Consensus algorithm to determine the proportion of the subnet’s emissions that should be allocated to each miner.
Each validator submits its rankings of miners it has evaluated to the Bittensor blockchain. The algorithm then considers all these rankings and seeks to identify which validators appear to provide the most reliable evaluations. Validators whose rankings appear to consistently align with those of other validators should gain more influence in the system, while validators that submit less reliable evaluations are expected to lose influence.
How the Company Earns Staking Rewards
As holders of TAO tokens, the Company can stake any amount of the liquidity we hold to a validator. Also known as “delegation”, staking supports validators, because their total stake in the subnet, including stake delegated to them by others, determines their consensus power and their share of emissions. After the validator extracts their take, the remaining emissions are credited back to us in proportion to our stake with that validator. The Company stakes TAO tokens through arrangements facilitated and managed by the Custodian and its selected validators, tao5 and Yuma (together, the “Validators”). For A “Risk Factors—Risks Related to Staking” in this Annual Report on Form 10-K.
Use of Custodians and Storage of TAO Tokens
In June 2025, the Company entered into a Custodial Services Agreement (“CSA”) with BitGo Bank and Trust, N.A. (formerly known as Bitgo Trust Company, Inc. (the “Custodian”), which is a national trust bank chartered and regulated by the Office of the Comptroller of the Currency and licensed to act as a custodian, for a
In June 2025, the Company also entered into a Master Purchase Agreement (“MPA”) with BitGo Prime LLC (the “Prime Broker”), which is a Delaware limited liability company, to facilitate digital asset trading through the Prime Broker’s proprietary electronic trading system. The agreement operates on a principal-to-principal basis, with each party acting for its own account and not as agent or fiduciary to the other party. All transactions are settled through, and custodied at, the Custodian under the CSA described herein. The Custodian maintains sole and exclusive custody of the Company’s TAO at all times, including during the pendency of trading activity by the Prime Broker. Notwithstanding the Company’s use of the Prime Broker to facilitate trading activities, the Prime Broker does not at any time take custody, possession, or control of the Company’s TAO assets. Pursuant to the MPA, upon confirmation of a trade, settlement occurs on a delivery-versus-payment basis, whereby the Prime Broker facilitates the simultaneous exchange of U.S. dollars from the Company’s custodial account maintained with the Custodian in consideration for the delivery of the corresponding TAO tokens to such account. This settlement mechanism is designed to mitigate counterparty risk by ensuring that the transfer of funds and digital assets occurs concurrently and that the Company’s TAO assets remain in the custody of the Custodian throughout the transaction lifecycle. Access to the Company’s trading account is generally restricted to users it designates. The Prime Broker uses the Custodian’s balance inquiry functionality to verify the existence of sufficient assets before executing trades. The MPA terminates automatically upon termination of the CSA, and the Prime Broker reserves the right to suspend or modify services at its discretion.
F-11
The TAO Daily
On September 22, 2025, the Company announced the launch of The TAO Daily, its comprehensive media, news, and insight platform dedicated to Bittensor (TAO) and the TAO ecosystem. The TAO Daily platform aims to highlight the Bittensor ecosystem developments and provide transparency into the rapidly growing world of decentralized AI. The platform also aims to centralize resources useful to TAO users and investors. Additionally, a new podcast, The TAO Pod, is hosted by James Altucher and Joseph Jacks, well-known TAO ecosystem leader and crypto treasury advisor to the Company.
Strategic Investments in Yuma
On October 24, 2025, the Company entered into subscription agreements (“Subscription Agreements”) with Yuma Subnet Composite Onshore Fund, L.P. (“YSCO”) and Yuma Large Cap Subnet Onshore Fund, L.P. (“YLCSO”), pursuant to which the Company agreed to purchase from YSCO a
Consultant Engagements
Consulting Agreement with James Altucher and Z-List Media
On June 8, 2025, the Company entered into a consulting agreement (the “Altucher Consulting Agreement”) with James Altucher and Z-List Media, Inc., wholly-owned by James Altucher, pursuant to which Mr. Altucher will assist the Company with, among other things, crypto portfolio management; investor relations; strategic planning; deal flow analysis and advice related to sector growth initiatives. The Altucher Consulting Agreement has a term of
In connection with the entry into the Altucher Consulting Agreement, the Company issued to Mr. Altucher warrants to purchase up to an aggregate of
Pursuant to the First Tranche Warrant: (i)
Consulting Agreement with Joseph Jacks
On August 26, 2025, the Company issued a press release announcing the engagement of Joseph Jacks as an advisor to its digital asset treasury strategy led by James Altucher. In connection with the engagement of Joseph Jacks, the Company entered into a consulting agreement with a term of
F-12
Liquidity Uncertainties
As of December 31, 2025, the Company had approximately $
The Company expects to need additional capital in order to continue pursuing its TAO treasury strategy. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its technologies or product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on its business, financial condition and results of operations.
Other Risks and Uncertainties
The Company operates in an industry that is subject to rapid technological change, intense competition, and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological and regulatory risks. Such factors include, but are not necessarily limited to, market conditions of, and overall sentiment towards, the cryptoeconomy, the ability to obtain favorable licensing, manufacturing or other agreements, including risk associated with the Company’s Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”) licensing agreement, and the ability to raise capital to achieve strategic objectives. The Company maintains its digital assets with a third-party custodian. As a result, the Company is exposed to custodial concentration risk related to the safekeeping and access to such assets. For a broader discussion of risks affecting the Company and its business, see Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.
Note 2 – Summary of Significant Accounting Policies:
Basis of Presentation:
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
Use of Estimates:
The preparation of consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results.
F-13
Comprehensive Income (Loss)
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has items of other comprehensive income (loss), comprehensive income (loss) has been reflected in the Company’s consolidated financial statements.
Net Earnings or Loss per Share:
Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of shares of Common Stock outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of shares of Common Stock issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive.
As all potentially dilutive securities were anti-dilutive as of December 31, 2025 and 2024, diluted net loss per share is the same as basic net loss per share for all periods presented.
The weighted average dilutive securities that have been excluded from the calculation of diluted net loss per share for the years ended December 31, 2025 and 2024, respectively, are as follows:
| | December 31, | ||
| | 2025 | | 2024 |
Common Stock Options |
| |
| |
Convertible Preferred Stock |
| |
| |
Common Stock Warrants |
| |
| |
Total |
| |
| |
Cash and Cash Equivalents and Concentration of Credit Risk:
The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2025, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $
Investment in Limited Partnership Interests
As permitted under Accounting Standards Codification (“ASC”) Topic 825 - Financial Instruments (“ASC 825”), the Company has elected the fair value option for its investment in limited partnership interests which otherwise would be subject to ASC Topic 323 - Investment - Equity Method and Joint Ventures. Pursuant to ASC Topic 820 - Fair Value Measurement, because the investments do not have a readily determinable fair value the Company has elected to use net asset value per share or its equivalent (“NAV”) as a practical expedient to measure the Company’s investment at fair value, unless it is probable that the investment will be sold at a value different from its NAV, so long as the investee entity calculates NAV in a manner consistent with the measurement principles established by ASC Topic 946, Financial Services—Investment Companies. The Company uses the practical expedient and, accordingly, measures its investments at fair value each reporting period based on the NAV reported by the investee entities.
F-14
Digital Assets
Effective January 1, 2025, the Company adopted ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. Under this guidance, in-scope crypto assets are measured at fair value each reporting period, with changes in fair value recognized in net income. The Company’s digital assets, which are comprised solely of TAO tokens, meet the scope requirements of ASU 2023-08.
TAO tokens are divisible into partial tokens and are presented rounded to the nearest one-hundredth of a token, however, for presentation purposes, token amounts presented in the table below are rounded to the nearest whole token. The following table summarizes the Company’s digital asset holdings as of December 31, 2025:
Assets | | Tokens | | Cost Basis | | Fair Market Value | | Unrealized Loss | |||
Staked TAO |
| | | $ | | | $ | | | $ | |
Un-staked TAO |
| | |
| | |
| | |
| |
Totals |
| | | $ | | | $ | | | $ | |
Segments
The Company currently operates in
Fair Value of Financial Instruments:
The carrying amounts reflected in the balance sheets for prepaid expenses and payables approximate fair value due to the short maturities of these instruments. The carrying amounts for warrant liability and derivative liability approximate fair value and are classified within Level 3 of the fair value hierarchy. The carrying amounts for digital assets approximate fair value based on level 1 of the fair value hierarchy.
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are classified in one of the following three levels of the fair value hierarchy:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable markets.
Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
Fair value is determined using quoted prices in active markets for identical assets (Level 1 inputs) when available. The Company determines the principal market for its digital assets based on the market with the greatest volume and level of activity, which is currently determined to be the market accessible through its custodial platform. If quoted prices are not available in active markets, the Company would utilize other observable inputs or valuation techniques consistent with ASC 820.
Digital assets are classified as current or noncurrent based on the Company’s intent and ability to liquidate the assets to meet liquidity needs within one year.
BitGo, Inc. (“BitGo”) secures the Company’s digital assets in regulated, insured, cold storage with BitGo Trust Company, Inc. and facilitates the Company’s acquisitions of TAO through its affiliated platforms. BitGo serves as the principal market for the Company’s digital assets, and the fair value of digital assets is primarily determined based on pricing data obtained from BitGo. BitGo
F-15
is a regulated trust company that provides custody, staking, and trading services for institutional clients and maintains insurance coverage for assets held in cold storage. Management selected BitGo based on its regulatory status, security controls, insurance coverage, and experience providing digital asset solutions to institutional clients.
Accounting for Digital Assets
Fair Market Value
Digital assets are measured at their fair market values using the last close price of the day in the Coordinated Universal Time (“UTC”) time zone at each reporting period end for balance sheet purposes. The Company’s digital assets are presented as current assets. The majority of the Company’s digital assets are staked with no lock-up period, and are considered current assets in accordance with ASC 210-10-20, because the Company is able to sell them in a liquid marketplace and reasonably expects to realize them in cash during the normal operating cycle of its business, if needed to support operations.
Cost Basis
The cost basis of the Company’s digital assets is measured at fair value based on the spot price at the time of receipt, consistent with the applicable guidance under ASC 350-60. The Company has elected to adopt the First-In, First-Out (“FIFO”) method for determining the cost basis of digital assets disposed of. Under this method, the digital assets acquired first are deemed to be disposed of. Realized gains and losses from the disposal of digital assets are included in other income in the Consolidated Statements of Comprehensive Loss. The Company had
Revenue Recognition - Digital Assets
The Company engages in network-based smart contracts by staking (or delegating) its digital assets with third party validator nodes. Through these contracts, the Company provides digital assets to stake on a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and can be from immediate to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the crypto assets staked remain locked up during the duration of the smart contract. The Company stakes its TAO directly from qualified custody with BitGo Trust, enabling yield generation while maintaining the highest standards of security and regulatory compliance. As of December 31, 2025, the Company’s staked assets have immediate terms, meaning there is no lock-up period upon the asset being un-staked.
In exchange for staking the crypto assets on blockchain networks, the Company is entitled to a fractional share of the fixed digital asset award a third-party validator node receives for successfully validating or adding a block to the blockchain. This award is remitted in the native token of the validator node and is referred to as a staking reward. The Company’s staking reward received from delegating to a third-party validator node is proportionate to the digital assets staked by the Company compared to the total digital assets staked by all delegators to that node at that time. Token rewards earned from staking are calculated and distributed directly to the Company’s digital wallets by the blockchain networks as part of their consensus mechanisms.
The Company considers the provision of staking services to be an output of the Company’s ordinary activities and accounts for staking rewards under ASC 606. Each separate validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, the fair value of the staking reward is recognized and recorded as revenue. Staking rewards are noncash consideration and are measured at fair value at the time control is obtained, using quoted market prices of the underlying digital asset The Company presents staking revenue on a gross basis as it has determined it is acting as a principal in the transaction, as it controls the validation services prior to transfer of the rewards. Once the reward has been acquired by the Company, the tokens are added to the Company’s digital asset holdings and their fair value is accounted for in accordance with ASC 820.
F-16
Fixed Assets and Leases:
The Company has one lease which has a remaining term of
Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between and
Research and Development Costs:
All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were
Income Taxes:
The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company applies the provisions for accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has determined that there are no significant uncertain tax positions requiring recognition in the accompanying consolidated financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing.
The Company had federal and state operating loss carryforwards for income tax purposes of approximately $
The Company may be subject to significant U.S. federal income tax-related liabilities with respect to the Spin-Off if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, the Company believes that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986 (the “Code”). If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, the Company would be liable for U.S. federal income tax related liabilities. Pursuant to the Separation and Distribution Agreement and the Tax Matters Agreement, Neurotrope agreed to indemnify Synaptogenix (now TAO Synergies Inc.) for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix (now TAO Synergies Inc.) may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s (now TAO Synergies Inc.) business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix (now TAO Synergies Inc.) responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix (now TAO Synergies Inc.) against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix (now Tao Synergies Inc.) ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix (now TAO Synergies Inc.) is held liable, Synaptogenix may be temporarily required to bear these losses. At September 30, 2025 and as of the financial statement issuance date, the Company does not have any indemnification liabilities.
F-17
Under Section 382 of the Code, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards may be limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations.
The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying consolidated financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing.
In 2014, the IRS released Notice 2014-21, which describes how existing general U.S. federal income tax principals apply to transactions using “virtual currency” and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. The Company participates in staking of virtual currency. When a taxpayer successfully receives rewards from staking, the fair market value of the virtual currency as of the date of receipt is includable in gross income. If the taxpayer later sells or trades the virtual currency in exchange for property or services, it could trigger a gain or loss, which is calculated based on the difference between the selling price and basis (fair market value at time of receipt). As the virtual currency landscape evolves, Treasury may provide additional guidance in the future.
The current and deferred income tax expense (benefit) for the years ended December 31, 2025, and 2024 is as follows:
| | For the Years Ended December 31, | ||||
| | 2025 | | 2024 | ||
Current expense (benefit): | | | | | | |
Federal | | $ | — | | $ | — |
State | |
| — | |
| — |
Total current expense (benefit) | |
| — | |
| — |
Deferred expense (benefit): | | | | | | |
Federal | |
| — | |
| — |
State | |
| — | |
| — |
Total deferred expense (benefit) | |
| — | |
| — |
Total income tax expense (benefit) | | $ | — | | $ | — |
The following table reconciles the amount of reported income tax expense from continuing operations to the amount computed by applying the U.S. federal statutory income tax rate of
The Company’s effective tax rate for the year ended December 31, 2025 was
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A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:
Presented under ASU 2023-09:
| | For the Years Ended December 31, |
| |||
| | 2025 | | |
| |
| | Amount | | Percent | | |
US Federal Statutory Rate | | $ | ( |
| | % |
Net State and Local Taxes (Net of Federal Income Tax Effect) | |
| — |
| 0.00 | % |
Foreign Tax Effects | | | | | | |
N/A | |
| — |
| 0.00 | % |
Effects of Changes in Tax Laws or Rates Enacted in the Current Period | |
| — |
| 0.00 | % |
Effects of Cross-Border Tax Laws | | | | | | |
N/A | |
| — |
| 0.00 | % |
Tax Credits | | | | | | |
N/A | |
| — |
| 0.00 | % |
Change in valuation allowance | |
| |
| ( | % |
Nontaxable or nondeductible items | |
| — | | | |
Meals & Entertainment | |
| |
| ( | % |
Entertainment | |
| — |
| 0.00 | % |
Change in FV of Derivative Liability | |
| ( |
| | % |
Revaluation of Warrants | |
| |
| ( | % |
Loss on Series C Preferred Stock | |
| |
| ( | % |
Changes in Unrecognized Tax Benefits | | | | | | |
N/A | |
| — |
| 0.00 | % |
Other Adjustments | |
| ( |
| | % |
Income tax expense (benefit) attributable to continuing operations | | $ | — |
| | % |
Legacy presentation prior to adoption:
| | For the year ended December 31, |
| |
| | 2024 |
| |
Loss from continuing operations before taxes on income | | $ | ( | |
Tax rate | |
| | % |
Computed “expected” tax benefit | |
| ( | |
State taxes, net of federal income tax benefit | |
| ( | |
Change in fair value of warrant and derivative liabilities | |
| | |
Loss on Series C Preferred Stock | |
| | |
Change in valuation allowance | |
| | |
Deferred Rate Change | |
| ( | |
Other adjustments | |
| — | |
Return to provision | |
| ( | |
Income tax expense (benefit) attributable to continuing operations | | $ | — | |
F-19
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows:
| | For the years ended December 31, | ||
| | 2025 | | 2024 |
Net operating loss carryforward |
| |
| |
Stock-based compensation |
| |
| |
Depreciation |
| |
| |
Accrued Bonus |
| |
| |
Yuma Partnership Investment |
| |
| — |
Unrealized (Gain)/Loss on Marketable Securities |
| |
| — |
Unrealized (Gain)/Loss in TAO |
| |
| — |
Capitalized Research Costs |
| |
| |
Net deferred income tax assets |
| |
| |
Less: | | | | |
Valuation Allowance |
| ( |
| ( |
Net deferred income tax assets |
| — |
| — |
Income taxes paid, net of refunds received, were $
Recently Adopted Accounting Pronouncements:
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 10, Segment Reporting in the Notes to Consolidated Financial Statements.
In December 2023, the FASB also issued ASU 2023 - 08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350 - 60): Accounting for and Disclosure of Crypto Assets, which requires public entities to measure in - scope cryptocurrency assets at fair value in the statement of financial position, and to recognize gains and losses from changes in the fair value of cryptocurrency in net income each reporting period. ASU 2023 - 08 will also require entities to provide certain interim and annual disclosures with respect to their cryptocurrency holdings. The standard is effective for our interim and annual periods beginning January 1, 2025, with a cumulative - effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which we adopt the guidance. The Company adopted ASU 2023 - 08 on January 1, 2025. Because the Company did not acquire cryptocurrency assets until June 2025, there was no cumulative - effect adjustment upon adoption; however, the guidance changed the Company’s accounting for such assets on a prospective basis.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 in its annual consolidated financial statements for the year ending December 31, 2025.
F-20
Recently Issued Accounting Pronouncements:
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the notes to consolidated financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.
In December 2025, the FASB issued ASU 2025 - 12, Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. On January 1, 2024, the Company early adopted this standard. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Note 3– Collaborative Agreements and Commitments:
Strategic Investments in TAO Cryptocurrency
On June 24, 2025, the Company announced its initial purchase of TAO as part of the Company’s cryptocurrency treasury strategy and that BitGo had been selected to provide qualified custody, staking and trading services for the Company’s TAO holdings.
BitGo secures the Company’s digital assets in regulated, insured cold storage with BitGo Trust Company, Inc. and facilitates the Company’s acquisitions of TAO through its affiliated trading platforms, including access to liquidity via its OTC desk. TAO is staked directly from qualified custody with BitGo Trust, enabling the Company to generate yield while maintaining security and regulatory compliance. The Company has begun to generate revenue through TAO staking. The initial acquisition of TAO was funded by the Company’s cash reserves and balance sheet.
The Company stakes its TAO holdings and, as a result, earns a return on its staking which is received in additional TAO tokens. Staking rewards are recognized as income when earned and when control of the additional tokens is obtained. TAO tokens received through staking represent noncash investing and operating activity and are excluded from cash flows from operations.
It was determined that TAO is considered an intangible asset pursuant to ASU 2023-08. Digital assets within the scope of ASU 2023-08 are not subject to impairment under ASC 360 and are instead measured at fair value each reporting period. As such, the Company is accounting for the value of TAO investments and TAO earned through staking activities as a current asset, as management actively manages these holdings as part of its treasury strategy and intends and has the ability to convert them to cash within one year, based upon fair market value at the applicable measurement date and time applied consistently each period, with changes in fair value recognized in earnings in the period in which they occur.
Below is a rollforward of digital asset activity for the year ended December 31, 2025:
Balance of Digital Assets as of January 1, 2025 | | $ | — |
Purchase of TAO tokens | | $ | |
Staking rewards (non-cash additions) | | $ | |
Unrealized loss on digital assets | | $ | ( |
Balance of Digital Assets as of December 31, 2025 | | $ | |
F-21
The above rollforward reflects total purchases of TAO, staking rewards earned, and unrealized changes in fair value during the period, which reconcile to the ending balance. The fair value of TAO is determined based on quoted market prices from active trading platforms and is classified as Level 1 within the fair value hierarchy.
The following table identifies the digital assets earned from staking activities for 2025,
| | For the Years Ended | |||
| | December 31, 2025 | |||
| | | | | |
Asset |
| Token Rewards |
| | Revenue |
TAO |
| | | $ | |
Changes in fair value of digital assets and staking rewards are recognized in the statement of operations.
Cost of Revenue
The Company’s cost of revenues related to its digital asset staking are primarily advisory fees incurred for the processing of the staking transactions and fees for BitGo (our cryptocurrency exchange). Management has determined that these costs are directly attributable to and vary with staking activities and are therefore appropriately classified as cost of revenue. For the years ended December 31, 2025 and 2024, the cost associated with the revenue recorded from digital asset staking was $
As of March 31, 2026, the Company had a total of approximately
Strategic Investments in Limited Partnership Interests in Yuma
On October 24, 2025, the Company entered into Subscription Agreements with YSCO and YLCSO, pursuant to which the Company agreed to purchase from YSCO a
The Company evaluated its interests in YSCO and YLCSO under ASC 810, Consolidation, and determined that both entities are variable interest entities (“VIEs”). Based on its analysis, the Company concluded that it does not have the power to direct the activities that most significantly impact the economic performance of the VIEs and therefore is not the primary beneficiary. Accordingly, the Company does not consolidate these entities.
The Company has elected the fair value option under ASC 825, Financial Instruments, for these investments at initial recognition. Subsequent changes in fair value are recognized in earnings in the period of change.
The Company measures the fair value of its limited partnership interests using the net asset value (“NAV”) per share (or its equivalent) as a practical expedient in accordance with ASC 820, Fair Value Measurement.
As of December 31, 2025, the carrying value of the investments represents the Company’s maximum exposure to loss. The Company has not provided financial or other support to these VIEs and has no obligation to provide additional funding.
The Company may request to redeem its units in the funds on the last day of each calendar quarter after the units have been outstanding for at least 12 months. Such requests are subject to approval by the funds. Due to this restriction, the Company’s units were not redeemable as of December 31, 2025. The investments will be eligible for redemption beginning on December 31, 2026.
F-22
Below is a summary of activity for the Yuma investments as of December 31, 2025:
Balance of Limited Partnership Interests as of January 1, 2025 | | $ | — |
Total investment in Limited Partnerships | | $ | |
| $ | ( | |
Balance as of December 31, 2025 | | $ | |
Stanford License Agreements
On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents. The Company is required to use commercially reasonable efforts to develop, manufacture and sell products (“Licensed Products”) in the Licensed Field of Use (as defined in the Stanford Agreement) during the term of the licensing agreement which expires upon the termination of the last valid claim of any licensed patent under this agreement. In addition, the Company must meet specific product development milestones, and upon meeting such milestones, make specific milestone payments to Stanford. The Company must also pay Stanford royalties of
On January 19, 2017, the Company entered into a second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $
The Company has advanced the development of synthetic bryostatin by demonstrating the equivalence of the synthetic to the natural bryostatin product. The estimated cost to initiate and produce sufficient quantities of the synthetic bryostatin drug product is approximately $
Mt. Sinai License Agreement
On July 14, 2014, the Company entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted the Company (a) a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) a non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKC ε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allowed the Company to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Products”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement).
F-23
The Company was required to pay Mt. Sinai milestone payments of $
On February 24, 2026, the Company terminated the Mount Sinai Agreement, effective
Agreements with BryoLogyx
On June 9, 2020, the Company entered into a supply agreement (the “Supply Agreement”) with BryoLogyx Inc. (“BryoLogyx”), pursuant to which BryoLogyx agreed to serve as the Company’s exclusive supplier of synthetic bryostatin. Pursuant to the terms of the Supply Agreement, the Company placed an initial order and subsequently received one gram of current good manufacturing practice (“cGMP”) synthetic bryostatin as an active pharmaceutical ingredient to be used in a drug product (“API”). The Company may place additional orders for API beyond the initial order by making a written request to BryoLogyx no later than six months prior to the requested delivery date. The Company is not currently using synthetic bryostatin for its current Phase 2 clinical trial and will determine when to incorporate the synthetic into the clinical trial process.
In connection with the Supply Agreement, on June 9, 2020, the Company entered into a transfer agreement (the “Transfer Agreement”) with BryoLogyx. Pursuant to the terms of the Transfer Agreement, the Company agreed to assign and transfer to BryoLogyx all of the Company’s rights, title and interest in and to that certain Cooperative Research and Development Agreement, dated as of January 29, 2019 (the “CRADA”), by and between the Company and the U.S. Department of Health and Human Services, as represented by the NCI, under which Bryostatin-1’s ability to modulate CD22 in patients with relapsed/refractory CD22+ disease has been evaluated to date. Pursuant to guidance provided by NCI, the Company CRADA has been cancelled and BryoLogyx has initiated a request for a new CRADA in its name. BryoLogyx will be filing its own investigational new drug application (“IND”) for CD22 with the FDA. As consideration for the transfer of rights to the CRADA, BryoLogyx has agreed to pay to the Company
Nemours Agreement
On September 5, 2018, the Company announced a collaboration with Nemours A.I. DuPont Hospital (“Nemours”), a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X syndrome, a genetic disorder. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, the Company announced its memorandum of understanding with Nemours to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X. The Company intends to provide the Bryostatin-1 and obtain the IND, and Nemours intends to provide the clinical site and attendant support for the trial. The Company and Nemours, jointly, will develop the trial protocol. The Company estimates its total trial and IND cost to be approximately $
The Company has filed an IND with the FDA. The FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics. The Company is currently evaluating its plans to advance Fragile X development.
Cleveland Clinic
On February 23, 2022, the Company announced its collaboration with Cleveland Clinic to pursue possible treatments for Multiple Sclerosis (“MS”), and on July 19, 2023, the Company announced that it had entered into an agreement with Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in MS. Cleveland Clinic will manage the clinical trial’s implementation, including an IND submission to the FDA and patient enrollment. Cleveland Clinic has enrolled
F-24
planned enrollment in the MS Trial of
In December 2024, the Company announced via press release the termination of its agreement with the Cleveland Clinic due to the slow pace of enrollment in the Phase 1 clinical trial. The termination of the agreement was one of various actions authorized by the Board, designed to reduce cash burn rate.
Cognitive Research Enterprises, Inc. (“CRE”)
Effective October 31, 2012, the Company executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013, as amended and restated on February 4, 2015 (the “CRE License Agreement”). Pursuant to the CRE License Agreement, CRE and NRV II provide research services and have granted the Company the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012 to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the CRE License Agreement specifies that all patents that issue from a certain patent application shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain.
After Neurotrope’s initial Series A Stock financing, the CRE License Agreement required the Company to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. There were
In addition, on November 29, 2018, the Company and CRE entered into a second amendment (the “Second Amendment”) to the TLSA pursuant to which CRE granted certain patent prosecution and maintenance rights to the Company. Under the Second Amendment, the Company will have the sole and exclusive right and the obligation, to apply for, file, prosecute and maintain patents and applications for the intellectual property licensed to the Company, and pay all fees, costs and expenses related to the licensed intellectual property.
Note 4 – Related Party Transactions:
On August 4, 2016, Neurotrope entered into a consulting agreement with SM Capital Management, LLC (“SMCM”), a limited liability company owned and controlled by the Company’s Chairman of the Board, Mr. Joshua N. Silverman (the “Consulting Agreement”). Pursuant to the Consulting Agreement, SMCM shall provide consulting services which shall include, but not be limited to, providing business development, financial communications and management transition services, for a
On June 6, 2025, Mr. Joshua Silverman was appointed as Executive Chairman of the Company’s board of directors. In consideration of his new role, Mr. Silverman was paid a salary of $
On June 4, 2025, Dr. Daniel L. Alkon resigned as an officer, director and Chief Scientific Officer of the Company to become a consultant working with the Company’s newly established Bryostatin Development Committee (the “Committee”), consisting of Mr. William Singer and Mr. Joshua Silverman. Dr. Alkon will serve as director of the Bryostatin Platform Development Program and will work with the Committee to find and evaluate opportunities for continued development of the Company’s Bryostatin assets. On June 4,
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2025, Dr. Alkon entered into a consulting agreement with the Company (the “Alkon Consulting Agreement”). In connection with his resignation, and pursuant to the Alkon Consulting Agreement, the Company and Dr. Alkon agreed to reduce Dr. Alkon’s base monthly salary to $
On August 9, 2025, the Company’s Board of Directors reduced Dr. Alkon’s base monthly salary to $
On August 14, 2025, the Company entered into an Executive Compensation Agreement (the “Silverman Compensation Agreement”) with Joshua N. Silverman, effective as of July 1, 2025, pursuant to which Mr. Silverman will serve as the Company’s Executive Chairman.
The Silverman Compensation Agreement provides for an initial
In the event of termination without “Cause” or by Mr. Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement). Mr. Silverman is entitled to receive accrued compensation through the termination date, severance equal to
In the event of Mr. Silverman’s death during the term of the Silverman Compensation Agreement, his estate is entitled to receive accrued compensation, any unpaid bonus amounts, accelerated vesting of all unvested equity awards, and any other benefits due under the Company’s benefit plans. In addition, the death benefit under the Company’s life insurance program, if any, will be paid to his designated beneficiary or estate. If Mr. Silverman’s employment terminates due to disability, he is entitled to accrued compensation, prorated target bonus, and continued salary payments for 24 months, along with accelerated vesting of all unvested equity awards and benefits under the Company’s long-term disability insurance plan, if applicable.
All severance and equity acceleration benefits are subject to Mr. Silverman’s execution and non-revocation of a general release of claims. The Agreement also includes provisions regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code. Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.
Note 5 – Other Commitments:
Employment Agreements
On December 7, 2020, the Company entered into an offer letter (the “Offer Letter”) with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to serve as the Company’s Chief Executive Officer, commencing on December 7, 2020. In addition, in connection with his appointment as the Company’s Chief Executive Officer, Dr. Tuchman was appointed to the board of directors of the Company. Dr. Tuchman receives an annual base salary of $
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On June 8, 2025, Dr. Tuchman resigned as Chief Executive Officer of the Company, effective June 8, 2025. Dr. Tuchman now serves as the Company’s Chief Medical Officer and remains a member of Company’s board of directors. In connection with his resignation as Chief Executive Officer, the Company and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to $
As noted above in Note 4—Related Party Transactions, on August 14, 2025, the Company entered into the Silverman Compensation Agreement with Mr. Silverman, effective as of July 1, 2025, pursuant to which Mr. Silverman will serve as the Company’s Executive Chairman.
See Note 4—Related Party Transactions for additional information regarding the Silverman Compensation Agreement.
Consulting Agreements
Consulting Agreement with James Altucher and Z-List Media
On June 8, 2025, the Company entered into a consulting agreement (the “Altucher Consulting Agreement”) with James Altucher and Z-List Media, Inc., pursuant to which the Consultant will assist the Company with, among other things, crypto portfolio management; investor relations; strategic planning; deal flow analysis and advice related to sector growth initiatives. The Altucher Consulting Agreement has a term of
In connection with entry into the Altucher Consulting Agreement, the Company issued to the Consultant warrants to purchase up to an aggregate of
Pursuant to the First Tranche Warrant: (i)
The measurement of fair value of the Consultant Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, and expected dividend rate). The grant date fair value of these Consultant Warrants issued in 2025 was estimated to be $
Consulting Agreement with Joseph Jacks
On August 29, 2025, the Company entered into a consulting agreement (the “Jacks Consulting Agreement”) with OSS Capital LLC and Joseph Jacks (collectively, the “Consultant”), pursuant to which the Consultant will assist the Company with, among other things, crypto portfolio management; investor relations; strategic planning; deal flow analysis and advice related to sector growth initiatives. The Jacks Consulting Agreement has a term of
In connection with entry into the Jacks Consulting Agreement, the Company issued to the Consultant warrants to purchase up to an aggregate of
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date of issuance. The fair value of this award is approximately $
Resignation of Dr. Daniel L. Alkon, M.D.
As noted above in Note 4—Related Party Transactions, on June 4, 2025, Dr. Daniel L. Alkon resigned as an officer, director and Chief Scientific Officer of the Company to become a consultant working with the Company’s newly established Bryostatin Development Committee, consisting of Mr. William Singer and Mr. Joshua Silverman. Dr. Alkon will serve as director of the Bryostatin Platform Development Program and will work with the Committee to find and evaluate opportunities for continued development of the Company’s Bryostatin assets. On June 4, 2025, Dr. Alkon entered into the Alkon Consulting Agreement.
In connection with his resignation, and pursuant to the Alkon Consulting Agreement, the Company and Dr. Alkon agreed to reduce Dr. Alkon’s base monthly salary to $
Dr. Alkon’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.
Resignation of Dr. Alan Tuchman, M.D.
On August 28, 2025, Dr. Alan Tuchman, M.D. resigned from his position as a member of the Board and as a member of all committees of the Board on which he serves. Dr. Tuchman’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Upon his resignation, Dr. Tuchman will continue to serve as the Company’s Chief Medical Officer.
Resignation of Jonathan Schechter
On August 28, 2025, Jonathan Schechter resigned from his position as a member of the Board and as a member of all committees of the Board on which he serves. Mr. Schechter’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. In connection with his resignation, the Company made a one-time cash payment of $
Contingencies
Pursuant to the Separation Agreement and Tax Matters Agreement with Neurotrope, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s (now TAO Synergies Inc.) business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix (now TAO Synergies Inc.) responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix (now TAO Synergies Inc.) against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix (now TAO Synergies Inc.) is held liable, Synaptogenix (now TAO Synergies Inc.) may be temporarily required to bear these losses. As of the reporting date, there are no claims relating to the indemnification agreement.
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Note 6 – Stockholders’ Equity:
The Company’s amended and restated certificate of incorporation authorizes it to issue
The holders of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board from time to time may determine. To date, the Company has not paid dividends on its Common Stock. Holders of Common Stock are entitled to
September 2024 Private Placement
On September 10, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Purchase Agreement”) with certain accredited investors (the “Series C Investors”), pursuant to which it agreed to sell to the Series C Investors (i) in a registered direct offering, an aggregate of
GP Nurmenkari Inc. acted as the Series C Placement Agent. In connection with the Series C Offering, pursuant to an Engagement Letter between the Company and the Series C Placement Agent, we agreed to pay the Series C Placement Agent (i) a cash fee equal to
The terms of the Series C Preferred Stock were as set forth in the Series C Certificate of Designations, which was filed with the Secretary of State for the State of Delaware on September 12, 2024. The Series C Preferred Stock was convertible into Series C Conversion Shares at the election of the holder at any time at the Series C Conversion Price. The Series C Conversion Price was subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series C Conversion Price (subject to certain exceptions). We were required to redeem the Series C Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption were payable in cash at
The holders of the Series C Preferred Shares were entitled to dividends of
Notwithstanding the foregoing, the Company’s ability to settle conversions was subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company received Nasdaq Stockholder Approval. The Company received Nasdaq Stockholder Approval of these matters at a meeting held on December
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6, 2024. Further, the Series C Certificate of Designations contained a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Certificate of Designations or Series C Warrants.
The Series C Certificate of Designations included certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Series C Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series C Preferred Shares when due. In connection with a Triggering Event, each holder of Series C Preferred Shares was able to require the Company to redeem in cash any or all of the holder’s Series C Preferred Shares at a premium set forth in the Series C Certificate of Designations.
The Series C Warrants are exercisable immediately at the Series C Exercise Price and expire
In connection with the Series C Purchase Agreement, on September 10, 2024, the Company and the Series C Investors entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the SEC to register for resale
Amendment to Series C Preferred Certificate of Designations
In connection with entry into the Purchase Agreement, on June 9, 2025, the Company filed a certificate of amendment (the “Series C Certificate of Amendment”) to the Series C Certificate of Designation, pursuant to which, among other things, the Company and the Series C Investors agreed to eliminate the right of the Series C Investors to require the Company to redeem their shares of Series C Preferred Stock in certain circumstances. Additionally, the Series C Certificate of Amendment amended the definition of Change of Control Redemption Premium related to the volatility input to an expected volatility equal to the volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the public announcement of the applicable contemplated Change of Control (as defined in the Series C Certificate of Designation).
First Amendment to Series C Warrants
In connection with entry into the Purchase Agreement, on June 9, 2025, the Company entered into an amendment (the “First Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants to amend certain provisions as follows: (i) to modify the Black Scholes Consideration Value (as defined therein) and Black Scholes Value (as defined therein) calculation inputs from an expected volatility equal to the greater of
Second Amendment to Series C Warrants
On August 14, 2025, the Company entered into a second amendment (the “Second Series C Warrant Amendment”) to the Series C Warrants with holders of the Series C Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company’s board of directors or involves no consideration to holders of the Series C Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b)
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portion of the Series C Warrant and the highest VWAP for the Common Stock during the period commencing twenty (
First Amendment to 2024 Placement Agent Warrants
On August 14, 2025, the Company entered into an amendment (the “2024 Placement Agent Warrant Amendment”) to the warrants issued pursuant to that certain engagement letter, by and between the Company and GP Nurmenkari Inc., dated September 10, 2024 (the “2024 Placement Agent Warrants”), in its capacity as the Series D Placement Agent, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the 2024 Placement Agent Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company’s board of directors or involves no consideration to holders of the 2024 Placement Agent Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the 2024 Placement Agent Warrant, and (b)
June 2025 Private Placement
On June 9, 2025, the Company entered into a Securities Purchase Agreement (the “Series D Purchase Agreement”) with certain accredited investors (the “Series D Investors”), pursuant to which it agreed to sell to the Investors in a private placement (the “Series D Private Placement”) (i) an aggregate of
GP Nurmenkari Inc. acted as the placement agent for the Offering (the “Series D Placement Agent”). In connection with the Series D Private Placement, pursuant to an Engagement Letter between the Company and the Series D Placement Agent, the Company agreed to pay the Series D Placement Agent (i) a cash fee equal to
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amortization payments due upon such redemption are payable in cash at
The holders of the Series D Preferred Stock are entitled to dividends of
Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Series D Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than
The Series D Certificate of Designations includes certain Triggering Events (as defined in the Series D Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Series D Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series D Preferred Stock when due. In connection with a Triggering Event, each holder of Series D Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series D Preferred Stock at a premium set forth in the Series D Certificate of Designations.
The Company is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Series D Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.
There is no established public trading market for the Series D Preferred Stock and the Company does not intend to list the Series D Preferred Stock on any national securities exchange or nationally recognized trading system.
Series D Warrants
The Series D Warrants are exercisable immediately at an exercise price of $
Amendment to Series D Warrants
On August 14, 2025, the Company entered into an amendment (the “Series D Warrant Amendment”) to the Series D Warrants with holders of the Series D Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series D Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company’s board of directors or involves no consideration to holders of the Series D Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b)
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aggregate exercise price of the Series D Warrant, to the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b) the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series D Warrant and the highest VWAP for the Common Stock during the period commencing twenty (
First Amendment to 2025 Placement Agent Warrants
On August 14, 2025, the Company entered into an amendment (the “2025 Placement Agent Warrant Amendment”) to the warrants issued pursuant to that certain engagement letter, by and between the Company and GP Nurmenkari Inc., dated June 9, 2025 (the “2025 Placement Agent Warrants”), in its capacity as the Series C Placement Agent, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the 2025 Placement Agent Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company’s board of directors or involves no consideration to holders of the 2025 Placement Agent Warrants, from the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the 2025 Placement Agent Warrant, and (b)
Registration Rights
In connection with the Series D Purchase Agreement, on June 9, 2025, the Company and the Series D Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company was required to file a resale registration statement (the “Resale Registration Statement”) with the SEC to register for resale (i) the Series D Conversion Shares, (ii) the Series D Warrant Shares, (iii) the Consultant Warrant Shares (see Note 5: Other Commitments—Consulting Agreement— Consulting Agreement with James Altucher and Z-List Media) and (iv) the shares underlying warrants issued to the Series D Placement Agent. The Resale Registration Statement was declared effective by the SEC on July 17, 2025. The Company is required to maintain the effectiveness of the Resale Registration Statement pursuant to the terms of the Registration Rights Agreement.
October 2025 Private Placement
On October 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors in a private placement (the “Financing”) (i) an aggregate of
The terms of the Series E Preferred Stock are as set forth in the Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of State for the State of Delaware prior to the closing of the Financing. The Series E Preferred Stock will be convertible into Conversion Shares at the election of the holder at any time at an initial conversion price of $
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subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).
The holders of the Series E Preferred Stock will be entitled to dividends of
Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than
The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Preferred Stock when due. In connection with a Triggering Event, each holder of Series E Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series E Preferred Stock at a premium set forth in the Certificate of Designations.
The Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters. Additionally, the Certificate of Designations contains a covenant requiring the Company to maintain minimum cash, cash equivalents, TAO tokens and investments in the Bittensor ecosystem in an amount equal to at least the aggregate Stated Value of the Series E Preferred Stock outstanding.
There is no established public trading market for the Series E Preferred Stock and the Company does not intend to list the Preferred Stock on any national securities exchange or nationally recognized trading system.
Warrants
The Warrants are exercisable immediately at an exercise price of $
Registration Rights Agreement
The Series E Preferred Stock, the Warrants, the Conversion Shares and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have not been registered under the Securities Act. In connection with the Purchase Agreement, on October 13, 2025, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company was required to file a resale registration statement (the “Registration Statement”) with the SEC to register for resale
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pay certain liquidated damages to the investors if the Company fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Registration Rights Agreement.
Series B Common Stock Warrants
Pursuant to a November 17, 2022 private placement, the Company issued to investors warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional warrants with the same terms to purchase
The warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.
During the years ended December 31, 2025 and 2024, the Company recorded a gain of $
Accounting Treatment of September 2024 Private Placement
Series C Preferred Shares
The Series C Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) certain contingent redemption options and 2) variable share-settled installment conversions. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Comprehensive Loss. The Company estimated the approximately $
The discount to the fair value is included as a reduction to the carrying value of the Series C Preferred Shares. During 2024, the Company recorded a total discount of approximately $
The modification of terms pursuant to the Series C Certificate of Amendment on June 9, 2025 resulted in accounting treatment as an extinguishment and reissuance of the outstanding Series C Preferred Shares. As a result of the extinguishment, the Company relieved $
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inputs: the fair value of its common stock of $
As of the date hereof, the Series C Preferred Stock has been completely redeemed and, as a result,
During the years ended December 31, 2025 and 2024, the Company recorded a gain of $
Series C Common Stock Warrants
Pursuant to the Series C Offering, the Company issued to investors Series C Warrants to purchase
In connection with the June 2025 Private Placement, the number of Series C Investor Warrants outstanding increased to
The Series C Warrants were determined at issuance to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Series C Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.
The Second Series C Warrant Amendment amended the Fundamental Transaction provision so that it no longer represents an obligation to repurchase the Company’s shares and, as such, resulted in the reclassification of the Series C Warrants to be considered equity classified as they were no longer in the scope of ASC 480 and were determined not to be precluded from equity classification under ASC 815. In accordance with ASC 815-40, the Company remeasured the Series C Warrants at fair value as of December 31, 2025, and recognized the change in fair value as a non-cash loss of $
During the years ended December 31, 2025 and 2024, the Company recorded total losses of $
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Accounting Treatment of June 2025 Private Placement
Series D Preferred Shares
The Series D Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) certain contingent redemption options, 2) variable share-settled installment conversions, and 3) contingent dividends. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Comprehensive Loss. The Company estimated the approximately $
The discount to the fair value is included as a reduction to the carrying value of the Series D Preferred Shares. During the year ended December 31, 2025, the Company recorded a total discount of approximately $
During the year ended December 31, 2025, the Company settled approximately $
During the year ended December 31, 2025, the Company recorded a gain of approximately $
Series D Common Stock Warrants
The Company assessed the Series D Warrants under ASC 480 and ASC 815 and determined that they did not meet the requirements to be classified in stockholders’ equity upon issuance. As such, the Company recorded the Series D Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants upon issuance. The fair value of the Series D Warrants of approximately $
Pursuant to the Engagement Letter, the Company issued to the Placement Agent additional Series D Warrants to purchase
Transaction costs incurred attributable to the Private Placement of approximately $
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The Series D Warrant Amendment amended the potential payout in a Fundamental Transaction to be in line with the fair value of the Series D Warrants and removed the ability for the Series D Warrant exercise price to decrease in event that was not tied to the issuance of the Company’s shares, resulting in the reclassification of the Series D Warrants to be considered equity classified as they were determined not to no longer be precluded from equity classification under ASC 815. In accordance with ASC 815-40, the Company remeasured the Series D Warrants at fair value as of June 30, 2025, recognized the change in fair value as a non-cash loss of $
Accounting Treatment of October 2025 Private Placement
Series E Preferred Shares
The Series E Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) certain contingent redemption options, 2) the investors’ conversion option, and 3) contingent dividends. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Comprehensive Loss. The Company estimated the approximately $
The discount to the fair value is included as a reduction to the carrying value of the Series E Preferred Shares. During the year ended December 31, 2025, the Company recorded a total discount of $
During the year ended December 31, 2025, the Company recorded a gain of approximately $
Series E Common Stock Warrants
The Company assessed the Series E Warrants under ASC 480 and ASC 815 and determined that they met the requirements to be classified in stockholders’ equity upon issuance. As such, the Company recorded the Series E Warrants as additional paid-in capital at their allocated value of approximately $
Pursuant to the Engagement Letter, the Company issued to the Placement Agent additional Series E Warrants to purchase
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Transaction costs incurred attributable to the Private Placement of approximately $
Reverse Stock Split
At the Company’s annual meeting of stockholders held on December 20, 2023, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s outstanding shares of Common Stock, at any ratio between and . On April 4, 2024, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every
Based upon the Reverse Stock Split and Series B Offering, the total number of Series B Warrants held by the Series B investors has been adjusted to
Note 7 – Stock - Based Compensation:
2020 Equity Incentive Plan
Upon completion of the Spin-Off, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective on December 7, 2020. On December 20, 2023, the Company held its annual meeting of stockholders at which time the Company’s stockholders approved an amendment to the Company’s 2020 Plan was amended to increase the total number of shares of Common Stock authorized for issuance from
The Compensation Committee of the Company’s board of directors (the “Committee”) administers the 2020 Plan and has full power to grant stock options and Common Stock, construe and interpret the 2020 Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. The Committee, in its absolute discretion, may award Common Stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting.
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Stock and Option Grants
The following is a summary of stock option activity under the stock option plans for the year ended December 31, 2025:
| | | | | | | Weighted- | | | |
| | | | | | | Average | | ||
| | | | Weighted- | | Remaining | | Aggregate | ||
| | Number | | Average | | Contractual | | Intrinsic | ||
| | of | | Exercise | | Term | | Value | ||
| | Shares | | Price | | (Years) | | (in thousands) | ||
Options outstanding at January 1, 2025 |
| | | $ | |
| | $ | ||
Options granted |
| | | $ | |
| |
| | |
Less options forfeited |
| ( | | $ | ( |
| — | |
| — |
Less options expired/cancelled |
| — | | $ | — |
| — | |
| — |
Less options exercised |
| — | | $ | — |
| — | |
| — |
Options outstanding at December 31, 2025 |
| | | $ | |
| | $ | | |
Options exercisable at December 31, 2025 |
| | | $ | |
| | $ | ||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $
On April 3, 2025, the Company granted an aggregate of
On July 14, 2025, the Company granted an aggregate of
As of December 31, 2025, the Company had unrecognized stock option expense of $
Restricted Stock Units
On June 30, 2025, the Company granted an aggregate of
On October 17, 2025, the Company granted an aggregate of
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Director’s Compensation Policy
On March 29, 2023, the Company adopted an amended and restated non-employee director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase up to
Restricted Stock Issuances
On January 9, 2025, the Company issued
Stock Compensation Expense
The Company currently estimates, beginning at the closing date of the Series B offering, implied volatility factor for all options and warrants based upon the Company’s historical volatility. From November 21, 2022 to June 2025, the Company computed implied volatility based upon a blend of the Parent Company’s and Company’s historical volatility along with the volatility of selected comparable publicly traded companies as, at that time, the Company lacked sufficient historical stock trading activity. It incorporated the historical volatility of the Parent Company as the Parent Company’s historical volatility provides a good estimation of the Company’s volatility since its operations were identical to the Company’s prior to the Spin - Off. Since June 2025, the Company used its own implied volatility coupled with comparable company volatilities to arrive at a reasonable estimate of total volatility.
The Company recorded total expenses relating to the outstanding stock options and RSUs of $
Note 8 – Common Stock Warrants:
The table below presents a reconciliation of the Company’s outstanding and exercisable warrants for the year ended December 31, 2025:
| | Number |
| | of shares |
Warrants outstanding and exercisable December 31, 2024 |
| |
Warrants issued |
| |
Warrants exercised |
| ( |
Warrants expired |
| ( |
Warrants outstanding December 31, 2025 | | |
Warrants exercisable December 31, 2025 | |
During year ended December 31, 2025, the Company issued: (i)
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Stock and
As of December 31, 2025, the weighted average exercise price and the weighted average remaining life of the total warrants were $
Note 9 - Fair Value on a Recurring Basis:
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivatives represent Level 3 measurements. The valuation methodologies and significant assumptions used to estimate the fair value of the warrant liabilities and bifurcated embedded derivative liabilities are described in Note 6 – Stockholders’ Equity. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | |
| December 31, |
| December 31, | ||
Description | | Level | | 2025 | | 2024 | ||
Liabilities: |
| |
| | |
| | |
Warrant liability (Note 6) |
| 3 | | $ | | | $ | |
Derivative liability (Note 6) |
| 3 | | $ | | | $ | |
The following table sets forth a summary of the change in the fair value of the Series B Warrant liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | |
Change in fair value of warrant liabilities | | | ( |
Balance on December 31, 2025 | | $ | |
The following table sets forth a summary of the change in the fair value of the Series C Warrant liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | |
Change in fair value of warrant liabilities | | | |
Reclassification of warrant liability upon amendment | | | ( |
Balance on December 31, 2025 | | $ | — |
The following table sets forth a summary of the change in the fair value of the Series D Warrant liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | — |
Fair value of warrant liabilities upon issuance | |
| |
Change in fair value of warrant liabilities | |
| |
Reclassification of warrant liability upon amendment | |
| ( |
Balance on December 31, 2025 | | $ | — |
F-42
The following table sets forth a summary of the change in the fair value of the Series C Preferred Stock bifurcated embedded derivative liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | |
Change in fair value from January 1, 2025 to June 9, 2025 | |
| |
Balance on June 9, 2025 prior to amendment | |
| |
Change in fair value of derivative liability Series C Preferred Stock based upon amendment | |
| ( |
Balance on June 9, 2025 after amendment | |
| |
Change in fair value of derivative liability from June 9, 2025 to June 30, 2025 | |
| ( |
Balance on June 30, 2025 | |
| |
Change in fair value of derivative liability third and fourth quarters 2025 | |
| ( |
Balance December 31, 2025 | | $ | |
The following table sets forth a summary of the change in the fair value of the Series D Preferred Stock bifurcated embedded derivative liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | — |
Fair value of derivative liability upon issuance | |
| |
Change in fair value of derivative liability Series D Preferred Stock | |
| ( |
Balance December 31, 2025 | | $ | |
The following table sets forth a summary of the change in the fair value of the Series E Preferred Stock bifurcated embedded derivative liability that is measured at fair value on a recurring basis:
Balance on December 31, 2024 | | $ | — |
Fair value of derivative liability upon issuance | |
| |
Change in fair value of derivative liability Series E Preferred Stock | |
| ( |
Balance December 31, 2025 | | $ | |
Note 10 – Business Segment:
The Company operates in
The Company’s cryptocurrency treasury strategy is managed by the Executive Chairman of the Board in conjunction with the Company’s Chairman of the Audit Committee of the Board and does not represent a separate business segment.
In addition to the significant expense categories included within net loss presented on the Company’s Consolidated Statements of Comprehensive Loss, the following table disaggregates the components of research and development expenses:
| | For the Year Ended December 31, | ||||
| | 2025 | | 2024 | ||
External clinical development expenses | | $ | | | $ | |
Personnel related and stock-based compensation | |
| | |
| |
Other research and development expenses | |
| | |
| |
Total research and development expenses | | $ | | | $ | |
Note 11 – Subsequent Events
In addition to the events disclosed below, refer to Notes 1, 3, 6, 7, 8 and 11 for disclosure of applicable subsequent event.
F-43
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-282589, 333-264325 and 333-268831) and S-8 (333-258807 and 333-268518) of TAO Synergies, Inc., of our report dated March 31, 2026 relating to our audit of the financial statements of TAO Synergies, Inc as of December 31, 2025 and for the year then ended which appears in this Form 10-K.
/s/ Stephano Slack LLC
Wayne, Pennsylvania
June 5, 2026
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Joshua N. Silverman, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TAO Synergies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 5, 2026 | By: | /s/ Joshua N. Silverman |
| | Joshua N. Silverman |
| | Director and Executive Chairman of the Board |
| | (principal executive officer) |
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Robert Weinstein, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TAO Synergies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 5, 2026 | By: | /s/ Robert Weinstein |
| | Robert Weinstein |
| | Chief Financial Officer |
| | (principal financial officer and principal accounting officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of TAO Synergies Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report for the year ended 2025 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 5, 2026 | By: | /s/ Joshua N. Silverman |
| | Joshua N. Silverman |
| | Director and Executive Chairman of the Board |
| | (principal executive officer) |
Date: June 5, 2026 | By: | /s/ Robert Weinstein |
| | Robert Weinstein |
| | Chief Financial Officer |
| | (principal financial officer and principal accounting officer) |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.