TAO Synergies Inc 10-Q for FY2022 Q3

TAO Synergies Inc. (TAOX)

10-Q 2022-11-10 For: 2022-09-30

Added on April 07, 2026

About this 10-Q

TAO Synergies Inc filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).

Headline figures

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

Net loss: $3.03M; compared with a net loss of $2.93M a year earlier
Diluted EPS: $0.43; down 8.5% from $0.47 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 September 30, 2022 and December 31, 2021	3

Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021	4

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

Condensed Statements of Cash Flows for the nine months ended September 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	22

Item 3. Quantitative and Qualitative Disclosures about Market Risk	29

Item 4. Controls and Procedures	29

Part II – OTHER INFORMATION	31

Item 1. Legal Proceedings	31

Item 1A. Risk Factors	31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3. Defaults upon Senior Securities	31

Item 4. Mine Safety Disclosures	31

Item 5. Other Information	31

Item 6. Exhibits	32

Signatures	33


	September 30,		December 31,
	2022		2021
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	26,334,137	$	34,213,989
Prepaid Clinical trial expenses		599,631		410,357
Prepaid expenses and other current assets		395,342		879,869

TOTAL CURRENT ASSETS		27,329,110		35,504,215

Fixed assets, net of accumulated depreciation		21,532		20,445

TOTAL ASSETS	$	27,350,642	$	35,524,660


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	483,390	$	1,296,506
Accrued expenses		200,205		698,406

TOTAL CURRENT LIABILITIES		683,595		1,994,912

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock - 1,000,000 shares authorized as of September 30, 2022, $0.0001 par value; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Common stock - 150,000,000 shares authorized as of September 30, 2022, $0.0001 par value; 6,841,169 shares issued and outstanding as of September 30, 2022 and 6,730,180 shares issued and outstanding as of December 31, 2021.		685		674
Additional paid-in capital		50,864,334		47,670,744
Accumulated deficit		(24,197,972)		(14,141,670)

TOTAL STOCKHOLDERS’ EQUITY		26,667,047		33,529,748

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	27,350,642	$	35,524,660


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
OPERATING EXPENSES:
Research and development	$	1,484,694	$	836,716	$	4,911,869	$	2,974,776
General and administrative		1,682,512		2,092,662		5,334,260		5,404,968

TOTAL OPERATING EXPENSES		3,167,206		2,929,378		10,246,129		8,379,744

OTHER INCOME (EXPENSE):
Interest income		140,730		2,445		189,827		4,592

Net loss before income taxes		3,026,476		2,926,933		10,056,302		8,375,152

Provision for income taxes		—		—		—		—

Net loss attributable to common stockholders	$	3,026,476	$	2,926,933	$	10,056,302	$	8,375,152

PER SHARE DATA:

Basic and diluted loss per common share	$	0.43	$	0.47	$	1.44	$	1.89

Basic and diluted weighted average common shares outstanding		6,988,000		6,196,600		6,962,400		4,420,200


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

	For the quarterly period ended September 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 September 30, 2021
								Additional
	Common Stock			Preferred Stock				Paid-In		Accumulated
	Shares	Amount		Shares		Amount		Capital		Deficit		Total

Balance July 1, 2021	6,038,798	$	604	$	—	$	—	$	39,168,084	$	(6,978,692)	$	32,189,996

Reverse stock split rounding	—		—		—		—		—		—		—

Stock based compensation	—		—		—		—		1,198,860		—		1,198,860

Issuance of warrants for consulting fees	—		—		—		—		84,648				84,648

Issuance of common stock for consulting fees	665		1		—		—		4,501		—		4,502

Private placement of common stock and warrants	—		—		—		—		—		—		—

Exercise of common stock warrants	97,504		10		—		—		800,230		—		800,240

Net loss	—		—		—		—		—		(2,926,933)		(2,926,933)

Balance September 30, 2021	6,136,967	$	615	$	—	$	—	$	41,256,323	$	(9,905,625)	$	31,351,313


	Nine Months Ended September 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	—		—		—		—		1,918,651		—		1,918,651

Issuance of warrants for consulting fees	—		—		—		—		481,496				481,496

Issuance of common stock for consulting fees	3,255		1		—		—		22,657				22,658

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

Exercise of common stock warrants	1,038,898		104		—		—		8,382,412		—		8,382,516

Net loss	—		—		—		—		—		(8,375,152)		(8,375,152)

Balance September 30, 2021	6,136,967	$	615	$	—	$	—	$	41,256,323	$	(9,905,625)	$	31,351,313


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

Balance July 1, 2022	6,810,326	$	682	—	$	—	$	50,124,087	$	(21,171,496)	$	28,953,273

Stock based compensation	—		—	—		—		510,747		—		510,747

Issuance of warrants for consulting fees	—		—	—		—		75,000		—		75,000

Issuance of common stock for consulting fees	30,843		3	—		—		154,500		—		154,503

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

Net loss	—		—	—		—		—		(3,026,476)		(3,026,476)

Balance September 30, 2022	6,841,169	$	685	—	$	—	$	50,864,334	$	(24,197,972)	$	26,667,047


	Nine Months Ended September 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	—		—	—		—		2,238,995		—		2,238,995

Issuance of warrants for consulting fees	—		—	—		—		146,603		—		146,603

Issuance of common stock for consulting fees	45,989		4					254,849				254,853

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

Net loss	—		—	—		—		—		(10,056,302)		(10,056,302)

Balance September 30, 2022	6,841,169	$	685	—	$	—	$	50,864,334	$	(24,197,972)	$	26,667,047


	Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss	$	(10,056,302)	$	(8,375,152)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation		2,238,995		1,918,651
Consulting services paid by issuance of common stock		254,853		22,657
Consulting services paid by issuance of common stock warrants		146,603		481,496
Depreciation expense		4,188		3,727
Change in assets and liabilities
Decrease (Increase) in prepaid expenses		295,253		(111,778)
(Decrease) in accounts payable		(813,116)		(324,959)
(Decrease) in accrued expenses		(498,201)		(280,200)
Total adjustments		1,628,575		1,709,594

Net Cash Used in Operating Activities		(8,427,727)		(6,665,558)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of fixed assets		(5,275)		—

Net Cash Used in Investing Activities		(5,275)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Private placements of common stock and warrants		—		23,784,161
Proceeds from exercise of investor warrants		553,150		8,382,516
Cash in lieu of shares for reverse stock split		—		(1,529)

Net Cash Provided by Financing Activities		553,150		32,165,148

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS		(7,879,852)		25,499,590

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

CASH AND EQUIVALENTS AT END OF PERIOD	$	26,334,137	$	31,294,645


	September 30, 2022	September 30, 2021
Common stock warrants	5,176,916	6,847,930
Common stock options	130,000	123,850
Unvested restricted stock units	495,000	495,000
Total	5,801,916	7,466,780


	Implied		Risk Free Interest		Fair Value of
Issuance Date	Volatility		Rate		Issuance
Feb. 16, 2021	130.69	%	0.57	%	$	245,833
April 1, 2021	129.36	%	0.90	%	$	33,867
July 1, 2021	125.22	%	0.89	%	$	36,982
October 1, 2021	118.73	%	0.93	%	$	34,312
Jan. 2, 2022	112.86	%	1.37	%	$	31,283


				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	8.30	$	—
Options granted	6,150	$	7.29	9.38		—
Less options forfeited	—	$	—	—		—
Less options expired/cancelled	—	$	—	—		—
Less options exercised	—	$	—	—		—
Options outstanding at September 30, 2022	130,000	$	9.72	8.35	$	—
Options exercisable at September 30, 2022	126,925	$	9.78	8.33	$	—


		Number
		of shares
Warrants outstanding January 1, 2022		6,265,525
Warrants issued		25,759
Warrants exercised		(65,000)
Warrants expired		(1,049,368)
Warrants outstanding and exercisable September 30, 2022		5,176,916


	Synaptogenix, Inc.

Date: November 10, 2022	By:	/s/ Alan J. Tuchman, M.D.
		Alan J. Tuchman, M.D.
		Chief Executive Officer
		(principal executive officer)

Date: November 10, 2022	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
		(principal financial officer)


Date: November 10, 2022

		/s/ Alan J. Tuchman, M.D.
		Alan J. Tuchman, M.D.
		Chief Executive Officer (principal executive officer)


	Nine Months ended
	September 30,				Dollar
	2022		2021		Change		% Change
Revenue	$	—	$	—	$	—	0	%
Operating Expenses:
Research and development expenses	$	4,911,869	$	2,974,776	$	1,937,093	65.1	%
General and administrative expenses	$	5,334,260	$	5,404,968	$	(70,708)	(1.3)	%
Other income, net	$	189,827	$	4,592	$	185,235	4,033.9	%
Net loss	$	10,056,302	$	8,375,152	$	1,681,150	20.1	%


	Nine Months Ended September 30,
	2022		2021
Cash used in operating activities	$	8,427,727	$	6,665,558
Cash used in investing activities		5,275		—
Cash provided by financing activities		553,150		32,165,148


Exhibit Number

10.1+		Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission on October 13, 2022).

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 September 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)