TAOX 8-K
TAO Synergies Inc. (TAOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code: (
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company.
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.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fourth Amendment to the Offer Letter of Dr. Alan J. Tuchman, M.D.
As previously disclosed, on December 7, 2020, Synaptogenix, Inc. (the “Company”) entered into an offer letter with Dr. Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to serve as the Company’s Chief Executive Officer, and such letter was further amended on June 20, 2024 to extend the term of Dr. Tuchman’s employment through December 7, 2024 (as amended, the “Offer Letter”). On December 16, 2024, the Company entered into a fourth amendment to the Offer Letter (the “Fourth Amendment”) to extend the term of Dr. Tuchman’s employment through January 31, 2025, with automatic monthly renewals thereafter unless earlier terminated in accordance with the terms of the Fourth Amendment.
Pursuant to the Fourth Amendment, the Company and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to the rate of $12,500 per month. This reduction in salary is effective January 1, 2025.
Consulting Agreement with Dr. Daniel L. Alkon, M.D.
Effective as of January 1, 2025, the Company entered into a consulting agreement with Dr. Daniel L. Alkon, M.D., the Company’s President and Chief Scientific Officer (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Alkon will provide consulting services which are expected to include, but not be limited to, his role as the Company’s President and Chief Scientific Officer, on a monthly basis, until either the Company or Dr. Alkon terminates the Consulting Agreement.
Pursuant to the Consulting Agreement, the Company and Dr. Alkon agreed to reduce Dr. Alkon’s consulting fee to the rate of $16,000 per month. This reduction in consulting fee is effective January 1, 2025.
The foregoing descriptions of the Fourth Amendment and the Consulting Agreement do not purport to be complete and are qualified in the entirety by reference to the full text of the Fourth Amendment and the Consulting Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01. | Other Events. |
Press Release
On December 20, 2024, the Company issued a press release announcing the formation of a special committee to explore strategic opportunities to create and enhance value for investors. A copy of the press release is attached as Exhibit 99.1 hereto.
Termination of Agreement related to Bryostatin-1 clinical trial
On December 20, 2024, the Company announced via press release that it engaged in various actions designed to reduce the Company’s burn rate related to clinical trials for Bryostatin-1, the Company’s novel drug candidate targeting the activation of Protein Kinase C Epsilon. Among the actions taken was the delivery of a termination notice pursuant to its agreement to conduct a Phase 1 trial of Bryostatin-1 in multiple sclerosis, due to the slow pace of enrollment in the clinical trial.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Amendment to the offer letter, dated December 16, 2024, by and between the Company and Alan J. Tuchman, M.D. | |
| 10.2 | Consulting Agreement, dated December 16, 2024, by and between the Company and Dr. Daniel L. Alkon, M.D. | |
| 99.1 | Press release, dated December 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTOGENIX, INC. |
| Date: December 20, 2024 | By: | /s/ Robert Weinstein |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer |
Exhibit 10.1
December 16, 2024
Personal and Confidential
Re: Amendment No. 4 to Offer Letter
Dear Alan:
This Amendment No. 4 to the Offer Letter (this “Amendment”) will serve to implement certain changes to your Offer Letter with Synaptogenix, Inc. (the “Company”), dated December 7, 2020, as amended August 4, 2022, June 16, 2023, and June 20, 2024 (the “Offer”). This Amendment is effective as of January 1, 2025. Capitalized terms used but not defined herein shall have the meaning attributed by the Offer.
| 1. | Term. Section 2 of the Offer is deleted in its entirety and replaced with the following: |
“2. Term. Your employment pursuant to this Offer commenced on December 7, 2020 (the “Effective Date”) and shall continue until June 7, 2025 (the “Term”); provided the Term shall be automatically extended for successive one (1) month periods unless either party gives written notice to the other party at least seven (7) days prior to the end of the applicable Term. Notwithstanding the foregoing, the Company may terminate this Offer on seven (7) days written notice to you.”
| 2. | Base Salary. Section 3 of the Offer is deleted in its entirety and replaced with the following: |
“3. Base Salary. You will be paid a salary (the “Base Salary”) at the rate of $12,500 per month, payable pursuant to the Company's regular payroll schedule in effect from time to time.”
| 3. | No Other Changes. Except as expressly set forth in this Amendment, there have been no other changes or modifications to the Offer, and the Offer remains otherwise unchanged and in full force and effect. |
You may accept this Amendment by countersigning below where indicated and returning it to me.
| Best Regards, | |
| Synaptogenix Inc. | |
| /s/ Robert Weinstein | |
| Name: Robert Weinstein | |
| Title: Chief Financial Officer |
Agreed to and Accepted:
| /s/ Dr. Alan J. Tuchman | ||
| Dr. Alan J. Tuchman | ||
Date: |
12.16.2024 |
|
Exhibit 10.2
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”), effective as of January 1, 2025 (the “Effective Date”), is made by and between Synaptogenix, Inc. (the “Company”) and Dr. Daniel L. Alkon, M.D. (the “Consultant”).
1. Term.
(a) Term. The term of this Agreement shall commence on the Effective Date and shall proceed monthly until either the Company or the Consultant terminates the Agreement pursuant to Section 1(b) below (the “Engagement Period”).
(b) Other Terminations. Either party may terminate this Agreement at any time by providing seven (7) days advance notice to the other party.
(c) No Other Benefits. Except any accrued but unpaid fees in accordance with Section 2(a), the Consultant shall not be entitled to any other fees, bonuses, benefits, perquisites or compensation from the Company after the date of termination or expiration of this Agreement. The Company shall have no liability to the Consultant following any termination of this Agreement.
2. Payment.
(a) Fee. Commencing on January 1, 2025, the Consultant will be paid a fee of $16,000 per month. The Company will pay the consulting fees due to the Consultant 100% on the last day of the current month of services rendered.
(b) Independent Contractor Status. The Consultant hereby acknowledges and agrees that the Consultant is an independent contractor with respect to the Company and not an agent, partner, joint venturer, or employee of the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s fees hereunder. The Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind, and the Consultant hereby waives all of the foregoing.
3. Nondisclosure of Confidential and Proprietary Information.
(a) Obligation to Maintain Confidentiality. The Consultant acknowledges that the Consultant had had and will continue to have access to and possession of trade secrets, confidential information, and proprietary information (collectively, as defined more extensively below, “Confidential Information”) of the Company, its parents, subsidiaries, and affiliates and its and their respective customers, suppliers, manufacturers, collaborators, partners, clients, licensors, licensees, and other business relations. The Consultant recognizes and acknowledges that this Confidential Information is valuable, special, and unique to the Company’s business, and that access thereto and knowledge thereof are essential to the Consultant’s performance of services. During the Engagement Period and thereafter, the Consultant will keep secret and will not use or disclose to any person or entity other than the Company, in any fashion or for any purpose whatsoever, any Confidential Information relating to the Company, its parents, subsidiaries, affiliates, or its or their respective customers, suppliers, manufacturers, collaborators, partners, clients, licensors, licensees, and other business relations, except at the request of the Company. The Consultant will use no less than a reasonable standard of care to prevent disclosing to third parties any Confidential Information. This Section 3(a) shall not preclude the Consultant from the use or disclosure of any and all information known generally to the public or from disclosure of information required by law or court order, provided that the Company is reasonably notified of any such disclosure required by law or court order in order for the Company to seek a protective order and after all reasonable remedies for maintaining the Confidential Information in confidence have been examined, is afforded the opportunity, to the extent practicable, to dictate the manner and timing of any such disclosure.
(b) Definition. The term “Confidential Information” shall mean trade secrets, confidential data and confidential information relating to the business of the Company, its parents, subsidiaries, or affiliates or its or their respective customers, suppliers, manufacturers, collaborators, partners, clients, licensors, licensees, and other business relations, that is or has been disclosed to the Consultant or of which the Consultant became aware as a consequence of or through the Consultant’s engagement with the Company and that has value to the Company and includes but is not limited to information (including in written form, in digital form, in graphic form, in electronically stored form, or in oral transmission or memorization) concerning the Company’s business or operations plans, strategies, portfolio, prospects or objectives, structure, products, product development, technology, distribution, sales, services, support and marketing plans, practices, and operations, research and development and financial records and information.
(c) Third Party Information. The Consultant further recognizes that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Engagement Period and thereafter, the Consultant will hold Third Party Information in the strictest confidence and will not disclose Third Party Information to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use Third Party Information, except in connection with the services required under this Agreement for the Company, unless expressly authorized by the Company in writing.
(d) Treatment and Ownership of Confidential Information. The Consultant shall store and maintain all Confidential Information in a secure place. On the termination or expiration of the Engagement Period, the Consultant shall, at the Company’s option, promptly deliver to the Company or destroy all records, data, information, and other documents, in any form or medium, produced or acquired by the Consultant during the Engagement Period, and all copies thereof. Such material at all times will remain the exclusive property of the Company, unless otherwise agreed to in writing by the Company. Upon termination or expiration of the Engagement Period, the Consultant shall make no further use of any Confidential Information on his or his own behalf or on behalf of any other person or entity other than the Company.
(e) Use of Information of Prior Employers. At no time will the Consultant improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom the Consultant has an obligation of confidentiality, or bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom the Consultant has an obligation of confidentiality unless consented to in writing by that former employer or person and agreed to by the Company.
(f) Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, the Company hereby provides notice and Consultant hereby acknowledges that Consultant may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Consultant files a lawsuit or other court proceeding against the Company for retaliating against Consultant for reporting a suspected violation of law, Consultant may disclose the trade secret to the attorney representing Consultant and use the trade secret in the court proceeding, so long as Consultant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
2
4. Return of Company Property. Upon any termination of this Agreement, the Consultant will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, recordings, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, computer materials, equipment, other documents or property, together with all copies thereof (in whatever medium recorded), belonging to the Company, its successors or assigns. The Consultant expressly acknowledges and agrees that any property situated on the Company’s premises and owned by the Company (including computer disks and other digital, analog or hard copy storage media, filing cabinets or other work areas) is subject to inspection by Company personnel at any time with or without notice.
5. Intellectual Property. The Consultant acknowledges that Consultant has been providing services to the Company since on or around October 30, 2012 (the “Start Date”). Any know-how, inventions, discoveries, data, information, specifications, sketches, drawings, records, reports, proposals, software, charts, designs, documents, notebook and work sheet entries, whether or not of a technical, operational, or economic nature, and any United States and foreign patent applications related thereto, which are or were conceived or developed by the Consultant (including, without limitation, since the Start Date), whether individually, or jointly with any Company employee, and arising out of the services provided to the Company or out of exposure to Confidential Information (including, without limitation, any services or any exposure since the Start Date), are hereby assigned, and shall be assigned, to the Company, and shall be the sole property of the Company. The Consultant agrees to promptly notify the Company of any patentable inventions which are conceived or reduced to practice by or for the Consultant in connection with the Consultant services to the Company. The Consultant shall perform such acts and execute such assignments, papers, agreements and instruments as are necessary to vest, ensure and perfect the Company’s rights and title therein. Except as otherwise provided herein, the Consultant further agrees that all reports, information, data and documents developed or generated during the Consultant’s services (including any Confidential Information) shall be deemed works made for hire for the Company and shall be owned solely, exclusively and entirely by the Company and shall be usable by the Company for any purpose. As to any such materials subject to the protection of the Copyright Act of 1976 (including any of same which are not deemed works made for hire for any reason), the Consultant agrees that all rights to copyright and reproduction shall be the property of the Company, and the Consultant shall execute any and all such assignments, papers, agreements and instruments as are necessary to vest, ensure and perfect the Company’s title and copyright therein. Notwithstanding the foregoing, this Section does not apply to any invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on the Consultant’s own time, unless (i) the invention relates to the business of the Company or the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by the Consultant for the Company. Consultant has attached hereto, as an exhibit, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Consultant prior to Consultant’s service (collectively referred to as “Prior Inventions”), which belong to Consultant, which relate to the Company’s business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Consultant represents that there are no such Prior Inventions.
6. Legal and Equitable Remedies. Because the Consultant’s services are personal and unique and because the Consultant has and will continue to have access to, and become acquainted with, Confidential Information of the Company, the Consultant expressly acknowledges and agrees that (i) a breach or threatened breach of any of Sections 3 or 4 by the Consultant would result in irreparable harm for which money damages would be an inadequate remedy, and (ii) the Company will have the right to enforce Sections 3 and 4 and any of their provisions by injunction, restraining order, specific performance or other injunction relief, without posting a bond or other security, and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. The Company’s remedies under this Section 6 are not exclusive and shall not prejudice or prohibit any other rights or remedies under this Agreement or otherwise.
3
7. Notices. Any notice of communication permitted or required by this Agreement shall be in writing and shall be effective from the date delivered personally or sent via electronic email, overnight courier or certified mail, return receipt requested:
If to the Company: Synaptogenix, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Attn: Robert Weinstein
Title: Chief Financial Officer
Email: [email protected]
If to the Consultant: Dr. Daniel L. Alkon, M.D
4604 Dorset Ave.
Somerset, MD 20815
Email: [email protected]
8. General.
(a) Waiver. No waiver by either party to this Agreement of any breach of this Agreement will be a waiver of any preceding or subsequent breach. No waiver by either party to this Agreement of any right under this Agreement will be construed as a waiver of any other right. The parties will not be required to give notice to enforce strict adherence to all terms of this Agreement.
(b) Successors and Assigns. Neither this Agreement nor any of the Consultant’s rights, powers, duties, or obligations hereunder may be assigned by the Consultant. This Agreement shall be binding upon and inure to the benefit of the Consultant and the Consultant’s heirs and legal representatives and the Company and its successors. Successors of the Company shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of the Company, whether by merger, consolidation, purchase, lease or otherwise, and successor shall thereafter be deemed the “Company” for the purpose hereof.
(c) No Strict Construction; Descriptive Headings; Interpretation. The captions and Section headings used in this Agreement are for convenience of reference only, and will not affect the construction or interpretation of this Agreement or any of the provisions hereof.
(d) Choice of Law; Venue. The validity and construction of this Agreement or any of its provisions will be governed by, and constructed in accordance with, the laws of the State of New York without regard to its conflicts of law. The Consultant hereby irrevocably submits to the exclusive jurisdiction of the courts of the United States of America located in the State of New York, for the purposes of any action or lawsuit arising out of this Agreement. The Consultant expressly acknowledges and agrees that service of any process, summons, notice, or document by personal delivery, by registered mail, or by a recognized international express delivery service to the Consultant’s address set forth in Section 7 shall be effective service of process for any action or lawsuit in the applicable court with respect to any matters to which it has submitted to jurisdiction in this Section 8(d).
4
(e) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original hereof, but all of which together will constitute one and the same instrument.
(f) Complete Agreement. This Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. Any modification to this Agreement must be in writing and must be signed by both parties.
(g) No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, and no other person or entity will have any right to rely on this Agreement or to claim or derive any benefit herefrom absent the express written consent of the party to be charged with such reliance or benefit.
(h) Severability. If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision will thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require; and this Agreement will be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.
(i) Consultant’s Acknowledgements. The Consultant hereby expressly acknowledges and represents that (i) it has consulted with independent legal counsel regarding its rights and obligations under this Agreement, and (ii) that the agreements herein are reasonable and necessary for the protection of the Consultant and the Company and are an essential inducement to the Company to enter into this Agreement.
(j) Survival. Sections 3 through 8 shall survive the termination or expiration of the Consultant’s engagement and the assignment of this Agreement by the Company to any successor in interest or other assignee.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first set forth above.
| Synaptogenix, Inc. | ||
| By: | /s/ Robert Weinstein | |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer | |
Consultant:
| /s/ Dr. Daniel L. Alkon, M.D. | |
| Dr. Daniel L. Alkon, M.D. |
[Signature Page to Consulting Agreement]
Exhibit 99.1
Synaptogenix
Board of Directors Forms Special Committee to Explore Value
Creation Opportunities Utilizing Balance Sheet Strength
$19.6 million in cash and cash equivalents as of September 30, 2024
Dramatically reduced cash burn rate expected
NEW YORK – December 20, 2024 /PRNewswire/ -- Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the "Company"), an emerging biopharmaceutical company developing therapeutics for neurodegenerative disorders, today announced that its Board of Directors has formed an independent Special Committee to explore strategic opportunities to create and enhance value for investors. Funding for such opportunities is supported by the Company’s robust financial position including $19.6 million in cash as of September 30, 2024, with approximately 1.3 million common shares outstanding.
“Synaptogenix holds significant cash reserves available for strategic initiatives, which could include promising drug development platforms and/or compelling new technologies and services,” said Dr. Alan Tuchman, Chief Executive Officer of Synaptogenix. “As we explore various alternatives to our previous research and development programs, we expect to see a dramatic decline in our cash burn rate and continuing financial strength on our balance sheet.”
Synaptogenix would consider moving forward with its Bryostatin-1 asset in collaboration with a validating third party strategic and non-dilutive investment partner. Additionally, the Company has submitted a grant proposal for the development of Bryostatin-1 with the National Institutes of Health (NIH).
About Synaptogenix
Synaptogenix is a clinical-stage biopharmaceutical company that has historically worked to develop novel therapies for neurodegenerative diseases. Synaptogenix has conducted clinical and preclinical studies of its lead therapeutic candidate, Bryostatin-1, in Alzheimer's disease. Preclinical studies have also demonstrated bryostatin's regenerative mechanisms of action for the rare disease Fragile X syndrome, and for other neurodegenerative disorders such as multiple sclerosis, stroke, and traumatic brain injury. The U.S. Food and Drug Administration has granted Orphan Drug Designation to Synaptogenix for Bryostatin-1 as a treatment for Fragile X syndrome. Bryostatin-1 has already undergone testing in more than 1,500 people in cancer studies, thus creating a large safety data base that will further inform clinical trial designs. Additional information about Synaptogenix, Inc. may be found on its website: www.synaptogen.com
Forward-Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute forward-looking statements. Such forward-looking statements are subject to risks and uncertainties and
other influences, many of which the Company has no control over. There can be no assurance that the clinical program for Bryostatin-1
will be successful in demonstrating safety and/or efficacy, that the Company will not encounter problems or delays in clinical development,
or that Bryostatin-1 will ever receive regulatory approval or be successfully commercialized. Actual results and the timing of certain
events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Additional factors that may influence or cause actual results to differ materially from expected or desired results may include, without
limitation, the Company's inability to obtain adequate financing, the significant length of time associated with drug development and
related insufficient cash flows and resulting illiquidity, the Company's patent portfolio, the Company's inability to expand its
business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, availability
of the Company's raw materials, existing or increased competition, stock volatility and illiquidity, and the Company's failure to implement
its business plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the
Securities and Exchange Commission. The Company does not undertake to update these forward-looking statements.
Contact
800-811-5591