TAO Synergies Inc 10-Q for FY2022 Q2

TAO Synergies Inc. (TAOX)

10-Q 2022-08-05 For: 2022-06-30

Added on April 07, 2026

About this 10-Q

TAO Synergies Inc filed this 10-Q on August 5, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $3.75M; compared with a net loss of $2.29M a year earlier
Diluted EPS: $0.54; down 6.9% from $0.58 a year earlier

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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, 2022 and December 31, 2021	3

Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	4

Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021	5

Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	7

Notes to Condensed Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures about Market Risk	28

Item 4. Controls and Procedures	29

Part II – OTHER INFORMATION	30

Item 1. Legal Proceedings	30

Item 1A. Risk Factors	30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3. Defaults upon Senior Securities	30

Item 4. Mine Safety Disclosures	30

Item 5. Other Information	30

Item 6. Exhibits	31

Signatures	32


	June 30,		December 31,
	2022		2021
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	28,754,621	$	34,213,989
Prepaid Clinical trial expenses		280,820		410,357
Prepaid expenses and other current assets		523,034		879,869

TOTAL CURRENT ASSETS		29,558,475		35,504,215

Fixed assets, net of accumulated depreciation		20,777		20,445

TOTAL ASSETS	$	29,579,252	$	35,524,660


LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	280,865	$	1,296,506
Accrued expenses		345,114		698,406

TOTAL CURRENT LIABILITIES		625,979		1,994,912

Commitments and contingencies

SHAREHOLDERS’ EQUITY
Preferred stock - 1,000,000 shares authorized as of June 30, 2022, $0.0001 par value; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021		—		—
Common stock - 150,000,000 shares authorized as of March 31, 2022, $0.0001 par value; 6,810,326 shares issued and outstanding as of June 30, 2022 and 6,730,180 shares issued and outstanding as of December 31, 2021.		682		674
Additional paid-in capital		50,124,087		47,670,744
Accumulated deficit		(21,171,496)		(14,141,670)

TOTAL SHAREHOLDERS’ EQUITY		28,953,273		33,529,748

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	29,579,252	$	35,524,660


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
OPERATING EXPENSES:
Research and development	$	1,941,101	$	986,280	$	3,427,175	$	2,138,060
General and administrative		1,855,290		1,308,893		3,651,748		3,312,306

TOTAL OPERATING EXPENSES		3,796,391		2,295,173		7,078,923		5,450,366

OTHER INCOME (EXPENSE):
Interest income		44,487		1,331		49,097		2,147

Net loss before income taxes		3,751,904		2,293,842		7,029,826		5,448,219

Provision for income taxes		—		—		—		—

Net loss attributable to common shareholders	$	3,751,904	$	2,293,842	$	7,029,826	$	5,448,219

PER SHARE DATA:

Basic and diluted loss per common share	$	0.54	$	0.58	$	1.01	$	1.53

Basic and diluted weighted average common shares outstanding		6,959,400		3,971,200		6,949,400		3,551,600


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

	For the quarterly period ended June 30, 2022


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

	For the transition period from __________________ to __________________


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


	Three Months Ended June 30, 2021
								Additional
	Common Stock			Preferred Stock				Paid-In		Accumulated
	Shares	Amount		Shares		Amount		Capital		Deficit		Total

Balance April 1, 2021	3,508,129	$	351	$	—	$	—	$	20,093,707	$	(4,684,850)	$	15,409,208

Reverse stock split rounding	(345)		—		—		—		(1,529)		—		(1,529)

Stock based compensation	—		—		—		—		151,552		—		151,552

Issuance of warrants for consulting fees	—		—		—		—		52,681		—		52,681

Issuance of common stock for consulting fees	2,590		—		—		—		18,156		—		18,156

Private placement of common stock and warrants	1,587,030		159		—		—		11,271,335		—		11,271,494

Exercise of common stock warrants	941,394		94		—		—		7,582,182		—		7,582,276

Net loss	—		—		—		—		—		(2,293,842)		(2,293,842)

Balance June 30, 2021	6,038,798	$	604	$	—	$	—	$	39,168,084	$	(6,978,692)	$	32,189,996


	Six Months Ended June 30, 2021
								Additional
	Common Stock				Preferred Stock			Paid-In		Accumulated
	Shares	Amount			Shares	Amount		Capital		Deficit		Total

Balance January 1, 2021	1,257,579	$	126		—	$	—	$	6,668,859	$	(1,530,473)	$	5,138,512

Reverse stock split rounding	(345)		—		—		—		(1,529)		—		(1,529)

Stock based compensation	—		—		—		—		719,791		—		719,791

Issuance of warrants for consulting fees	—		—		—		—		396,848		—		396,848

Issuance of common stock for consulting fees	2,590		—		—		—		18,156				18,156

Private placement of common stock and warrants	3,837,580		384		—		—		23,783,777		—		23,784,161

Exercise of common stock warrants	941,394		94		—		—		7,582,182		—		7,582,276

Net loss	—		—		—		—		—		(5,448,219)		(5,448,219)

Balance June 30, 2021	6,038,798	$	604	$	—	$	—	$	39,168,084	$	(6,978,692)	$	32,189,996


	Three Months Ended June 30, 2022
							Additional
	Common Stock			Preferred 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


	Six Months Ended June 30, 2022
							Additional
	Common Stock			Preferred 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		Six Months Ended
	June 30, 2022		June 30, 2021
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss	$	(7,029,826)	$	(5,448,219)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation		1,728,248		719,791
Consulting services paid by issuance of common stock		100,349		18,156
Consulting services paid by issuance of common stock warrants		71,603		396,848
Depreciation expense		2,697		2,487
Change in assets and liabilities
Decrease (Increase) in prepaid expenses		486,372		(431,869)
(Increase) in accounts payable		(1,015,640)		(612,171)
(Increase) in accrued expenses		(353,292)		(230,345)
Total adjustments		1,020,337		(137,103)

Net Cash Used in Operating Activities		(6,009,489)		(5,585,322)

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

Net Cash Used in Investing Activities		(3,029)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Private placements of common stock and warrants		—		23,784,161
Proceeds from exercise of investor warrants		553,150		7,582,276
Grant funding received		—		127,445
Cash in lieu of shares for reverse stock split		—		(1,529)

Net Cash Provided by Financing Activities		553,150		31,492,353

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS		(5,459,368)		25,907,031

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		34,213,989		5,795,055

CASH AND EQUIVALENTS AT END OF PERIOD	$	28,754,621	$	31,702,086


				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of	Exercise		Term	(in
	Shares	Price		(Years)	millions)
Options outstanding at January 1, 2022	123,850	$	9.84	9.00	$	—
Options granted	6,150	$	7.29	—		—
Less options forfeited	—	$	—	—		—
Less options expired/cancelled	—	$	—	—		—
Less options exercised	—	$	—	—		—
Options outstanding at June 30, 2022	130,000	$	9.72	8.60	$	—
Options exercisable at June 30, 2022	125,388	$	9.81	8.57	$	—


		Number
		of shares
Warrants outstanding January 1, 2022		6,265,525
Warrants issued		10,300
Warrants exercised		(65,000)
Warrants expired		(1,049,368)
Warrants outstanding June 30, 2022		5,161,457


	Synaptogenix, Inc.

Date: August 5, 2022	By:	/s/ Alan J. Tuchman, M.D.
		Alan J. Tuchman, M.D.
		Chief Executive Officer
		(principal executive officer)

Date: August 5, 2022	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
		(principal financial officer)


Worldwide Clinical Trials, Inc.		Synaptogenix, Inc.

By:	/s/ Gabrielle Lewis	By:	/s/ Alan J. Tuchman, M.D.
Name:	Gabrielle Lewis	Name:	Alan J. Tuchman, M.D.
Title:	Legal Counsel	Title:	CEO
Date:	19-May-2022	Date:	5-2-2022

ATTACHMENT A:		ASSUMPTIONS AND SCOPE OF SERVICES
ATTACHMENT B:		BUDGET
ATTACHMENT C:		PAYMENT SCHEDULE
ATTACHMENT D:		TIMELINE


	Six Months ended
	June 30,				Dollar
	2022		2021		Change		% Change
Revenue	$	—	$	—	$	—	0	%
Operating Expenses:
Research and development expenses	$	3,427,175	$	2,138,060	$	1,289,115	60.3	%
General and administrative expenses	$	3,651,748	$	3,312,306	$	339,442	10.2	%
Other income, net	$	49,097	$	2,147	$	46,950	2,186.8	%
Net loss	$	7,029,826	$	5,448,219	$	1,581,607	29.0	%


	Six Months Ended June 30,
	2022		2021
Cash used in operating activities	$	6,009,489	$	5,585,322
Cash used in investing activities		3,029		—
Cash provided by financing activities		553,150		31,492,353


Exhibit Number

10.1		Master Services Agreement, between Synaptogenix, Inc. and Worldwide Clinical Trials, Inc., dated as of February 7, 2022 and Work Order, dated May 12, 2022.

10.2+		Amendment to the offer letter, dated August 4, 2022, by and between the Company and Alan J. Tuchman, M.D.

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, 2022, 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)

	Best Regards,

	Synaptogenix Inc.

	/s/ Robert Weinstein
	Name: Robert Weinstein
	Title: Chief Financial Officer

Agreed to and Accepted:

/s/ Alan J.Tuchman
Dr. Alan J. Tuchman
Date:	8/4/2022