TAOX 10-Q

TAO Synergies Inc. (TAOX)

10-Q 2023-08-14 For: 2023-06-30

View Original

Added on April 07, 2026


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

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

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


	Page
Part I – FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3

Condensed Balance Sheets as of June 30, 2023 and December 31, 2022	3

Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	4

Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022	5

Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022	7

Notes to Condensed Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3. Quantitative and Qualitative Disclosures about Market Risk	34

Item 4. Controls and Procedures	35

Part II – OTHER INFORMATION	36

Item 1. Legal Proceedings	36

Item 1A. Risk Factors	36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3. Defaults upon Senior Securities	36

Item 4. Mine Safety Disclosures	36

Item 5. Other Information	36

Item 6. Exhibits	37

Signatures	38


	June 30,		December 31,
	2023		2022
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	32,899,410	$	37,478,480
Prepaid Clinical trial expenses		130,548		367,714
Prepaid expenses and other current assets		385,769		739,467

TOTAL CURRENT ASSETS		33,415,727		38,585,661

Fixed assets, net of accumulated depreciation		21,438		22,145

TOTAL ASSETS	$	33,437,165	$	38,607,806


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	439,147	$	660,206
Accrued expenses		68,137		536,714
Dividend payable		—		115,890
Accrued Series B Convertible Preferred payments payable		2,265,375		—

TOTAL CURRENT LIABILITIES		2,772,659		1,312,810

Warrant liability		1,129,000		1,510,000
Derivative liability		2,628,000		370,300

TOTAL LIABILITIES		6,529,659		3,193,110

Commitments and contingencies

Series B Convertible redeemable preferred stock, $.0001 par value and $1,000 face value, 1,000,000 shares authorized; 14,000 and 15,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively. Liquidation preference of $14,000,000 plus dividends accrued at 7% per annum of $165,375 as of June 30, 2023.		2,077,379		2,721,723

STOCKHOLDERS' EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 7,365,280 shares issued and outstanding as of June 30, 2023 and 7,267,032 shares issued and outstanding as of December 31, 2022.		738		728
Additional paid-in capital		56,849,293		52,523,762
Accumulated deficit		(32,019,904)		(19,831,517)

TOTAL STOCKHOLDERS’ EQUITY		24,830,127		32,692,973

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	33,437,165	$	38,607,806


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2023		2022		2023		2022
OPERATING EXPENSES:
Research and development	$	307,211	$	1,941,101	$	1,184,928	$	3,427,175
General and administrative		1,522,502		1,855,290		3,566,726		3,651,748

TOTAL OPERATING EXPENSES		1,829,713		3,796,391		4,751,654		7,078,923

OTHER INCOME (EXPENSE):
Interest income		427,159		44,487		823,516		49,097
Change in fair value of warrant liability		(207,000)		—		381,000		—
Change in fair value of derivative liability		(2,484,400)		—		(2,258,600)		—
TOTAL OTHER INCOME (EXPENSE)		(2,264,241)		44,487		(1,054,084)		49,097

Net loss before income taxes		4,093,954		3,751,904		5,805,738		7,029,826

Provision for income taxes		—		—		—		—

Net loss		4,093,954		3,751,904		5,805,738		7,029,826

Preferred Stock dividends		423,575		—		689,649		—
Deemed dividend - preferred stock extinguishment		5,693,000		—		5,693,000		—

Net loss attributable to common stockholders	$	10,210,529	$	3,751,904	$	12,188,387	$	7,029,826

PER SHARE DATA:

Basic and diluted loss per common share	$	1.39	$	0.54	$	1.66	$	1.01

Basic and diluted weighted average common shares outstanding		7,361,300		6,959,400		7,356,600		6,949,400


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

	For the quarterly period ended June 30, 2023


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

	For the transition period from __________________ to __________________


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


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


	Three Months Ended June 30, 2022
								Additional
	Preferred Stock				Common Stock			Paid-In		Accumulated
	Shares		Amount		Shares	Amount		Capital		Deficit		Total

Balance April 1, 2022		—	$	—	6,809,647	$	682	$	49,102,898	$	(17,419,592)	$	31,683,988

Stock based compensation		—		—	—		—		1,016,690		—		1,016,690

Issuance of warrants for consulting fees		—		—	—		—		—		—		—

Issuance of common stock for consulting fees		—		—	679		—		4,499		—		4,499

Exercise of common stock warrants		—		—	—		—		—		—		—

Net loss		—		—	—		—		—		(3,751,904)		(3,751,904)

Balance June 30, 2022	$	—	$	—	6,810,326	$	682	$	50,124,087	$	(21,171,496)	$	28,953,273


	Three Months Ended June 30, 2023
							Additional
	Preferred Stock			Common Stock			Paid-In		Accumulated
	Shares	Amount		Shares	Amount		Capital		Deficit		Total

Balance April 1, 2023	15,000	$	2,721,723	7,359,871	$	737	$	53,273,034	$	(21,809,375)	$	31,464,396

Stock based compensation	—		—	—		—		334,416		—		334,416

Issuance of common stock for consulting fees	—		—	5,409		1		4,499		—		4,500

Accrued preferred stock dividends	—		—	—		—		—		(423,575)		(423,575)

Preferred stock dividends paid	—		(423,575)	—		—		—		—		—

Reclassification of accrued dividends upon probable redemption of preferred stock	—		165,375	—		—		—		—		—

Deemed dividend - preferred stock extinguishment	—		423,575	—		—		5,693,000		(5,693,000)		—

Preferred stock redemptions	(1,000)		(1,000,000)	—		—		—		—		—

Accrual of preferred stock and dividend redemption	—		(2,265,375)	—		—		—		—		—

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

Net loss	—		—	—		—		—		(4,093,954)		(4,093,954)

Balance June 30, 2023	14,000	$	2,077,379	7,365,280	$	738	$	56,849,293	$	(32,019,904)	$	24,830,127


		Six Months Ended June 30, 2022
								Additional
		Preferred Stock			Common Stock			Paid-In		Accumulated
		Shares	Amount		Shares	Amount		Capital		Deficit		Total

Balance January 1, 2022		—	$	—	6,730,180	$	674	$	47,670,744	$	(14,141,670)	$	33,529,748

Stock based compensation		—		—	—		—		1,728,248		—		1,728,248

Issuance of warrants for consulting fees		—		—	—		—		71,603		—		71,603

Issuance of common stock for consulting fees		—		—	15,146		1		100,349		—		100,350

Exercise of common stock warrants		—		—	65,000		7		553,143		—		553,150

Net loss		—		—	—		—		—		(7,029,826)		(7,029,826)

Balance June 30, 2022	$	—	$	—	6,810,326	$	682	$	50,124,087	$	(21,171,496)	$	28,953,273


	Six Months Ended June 30, 2023
							Additional
	Preferred Stock			Common Stock			Paid-In		Accumulated
	Shares	Amount		Shares	Amount		Capital		Deficit		Total

Balance January 1, 2023	15,000	$	2,721,723	7,267,032	$	728	$	52,523,762	$	(19,831,517)	$	32,692,973

Stock based compensation	—		—	—		—		979,197		—		979,197

Issuance of common stock for consulting fees	—		—	98,248		10		108,990		—		109,000

Accrued preferred stock dividends	—		—	—		—		—		(689,649)		(689,649)

Preferred stock dividends paid	—		(689,649)	—		—		—		—		—

Reclassification of accrued dividends upon probable redemption of preferred stock	—		165,375	—		—		—		—		—

Deemed dividend - preferred stock extinguishment	—		689,649	—		—		5,693,000		(5,693,000)		—

Preferred stock redemptions	(1,000)		(1,000,000)	—		—		—		—		—

Accrual of preferred stock and dividend redemption	—		(2,265,375)	—		—		—		—		—

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

Net loss	—		—	—		—		—		(5,805,738)		(5,805,738)

Balance June 30, 2023	14,000	$	2,077,379	7,365,280	$	738	$	56,849,293	$	(32,019,904)	$	24,830,127


	Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss	$	(5,805,738)	$	(7,029,826)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation		979,197		1,728,248
Change in fair value of warrant liability		(381,000)		—
Change in fair value of derivative liability		2,258,600		—
Consulting services paid by issuance of common stock		109,000		100,349
Consulting services paid by issuance of common stock warrants		—		71,603
Depreciation expense		3,414		2,697
Change in assets and liabilities:
Decrease in prepaid expenses		590,864		486,372
Decrease in accounts payable		(221,059)		(1,015,640)
Decrease in accrued expenses		(468,577)		(353,292)
Total adjustments		2,870,439		1,020,337

Net Cash Used in Operating Activities		(2,935,299)		(6,009,489)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of fixed assets		(2,707)		(3,029)

Net Cash Used in Investing Activities		(2,707)		(3,029)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of investor warrants		—		553,150
Redemption of Series B Convertible Preferred Stock		(1,000,000)		—
Dividends on Series B Convertible Preferred Stock		(641,064)		—
Net Cash Provided by Financing Activities		(1,641,064)		553,150

NET DECREASE IN CASH AND EQUIVALENTS		(4,579,070)		(5,459,368)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		37,478,480		34,213,989

CASH AND EQUIVALENTS AT END OF PERIOD	$	32,899,410	$	28,754,621

DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:

Accrual of Series B Convertible Preferred Stock Dividends	$	689,649	$	115,890
Accretion of Series B Convertible Preferred Stock to redemption value	$	2,455,656	$	—
Deemed dividend for Series B Convertible Preferred Stock modification	$	5,693,000	$	—
Accrual of Series B Convertible Preferred Stock and Dividend Redemption	$	2,265,375	$	—


	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2023	2022	2023	2022
Common Stock Options	741,850	130,000	703,183	128,428
Restricted Stock Units	—	495,000	—	495,000
Convertible Preferred Stock	17,876,707	—	17,876,707	—
Common Stock Warrants	7,179,919	5,487,927	7,179,919	5,855,262
Total	25,798,476	6,112,927	25,759,809	6,478,690


				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of	Exercise		Term	(in
	Shares	Price		(Years)	millions)
Options outstanding at January 1, 2023	661,850	$	7.27	9.5	$	—
Options granted	80,000	$	0.87	10.0		—
Less options forfeited	—	$	—	—		—
Less options expired/cancelled	—	$	—	—		—
Less options exercised	—	$	—	—		—
Options outstanding at June 30, 2023	741,850	$	6.15	9.1	$	—
Options exercisable at June 30, 2023	661,850	$	6.08	9.0	$	—


	Synaptogenix, Inc.

Date: August 14, 2023	By:	/s/ Alan J. Tuchman, M.D.
		Alan J. Tuchman, M.D.
		Chief Executive Officer
		(principal executive officer)

Date: August 14, 2023	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer


		Number
		of shares
Warrants outstanding January 1, 2022		6,265,525
Warrants issued		2,028,762
Warrants exercised		(65,000)
Warrants expired		(1,049,368)
Warrants outstanding and exercisable December 31, 2022 and June 30, 2023		7,179,919


		June 30,		December 31,
Description	Level	2023		2022
Liabilities:
Warrant liability (Note 6)	3	$	1,129,000	$	1,510,000
Bifurcated embedded derivative liability (Note 6)	3	$	2,628,000	$	370,300


	December 31, 2022
Balance on December 31, 2021	$	—
Issuance of warrants		9,915,000
Change in fair value of warrant liability		(8,405,000)
Balance on December 31, 2022	$	1,510,000
Change in fair value of warrant liability		(381,000)
Balance on June 30, 2023	$	1,129,000


	December 31, 2022
Balance on December 31, 2021	$	—
Issuance of convertible preferred stock with bifurcated embedded derivative		2,191,300
Change in fair value of bifurcated embedded derivative		(1,821,900)
Balance on December 31, 2022	$	369,400
Change in fair value of warrant liability		2,258,600
Balance on June 30, 2023	$	2,628,000


	Six Months ended
	June 30,				Dollar
	2023		2022		Change		% Change
Operating Expenses:
Research and development expenses	$	1,184,928	$	3,427,175	$	(2,242,247)	(65.4)	%
General and administrative expenses	$	3,566,726	$	3,651,748	$	(85,022)	(2.3)	%
Other income (loss), net	$	(1,054,084)	$	49,097	$	(1,103,181)	(2,246.9)	%
Net loss	$	5,805,738	$	7,029,826	$	(1,224,088)	(17.4)	%


	Six Months Ended June 30,
	2023		2022
Cash used in operating activities	$	2,935,299	$	6,009,489
Cash used in investing activities		2,707		3,029
Cash used in (provided by) financing activities		1,641,064		(553,150)


Exhibit Number

10.1#		Amendment to the offer letter, dated June 16, 2023, by and between the Company and Alan J. Tuchman, M.D. (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed on June 22, 2023).

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

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

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

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

101		The following financial information from this Quarterly Report on Form 10-Q for the period ended June 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Statements of Operations; (ii) the Condensed Balance Sheets; (iii) the Condensed Statements of Cash Flows; and (iv) the Notes to Financial Statements, tagged as blocks of text.

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