TAO Synergies Inc 10-Q for FY2025 Q1

TAO Synergies Inc. (TAOX)

10-Q 2025-05-15 For: 2025-03-31

Added on April 07, 2026

About this 10-Q

TAO Synergies Inc filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $385.17K; compared with a net loss of $206.7K a year earlier
Diluted EPS: $0.04; compared with -$0.41 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 March 31, 2025 and December 31, 2024	3

Condensed Statements of Comprehensive Income and Loss for the three months ended March 31, 2025 and 2024	4

Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024	5

Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6

Notes to Condensed Financial Statements	7

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk	26

Item 4. Controls and Procedures	27

Part II – OTHER INFORMATION	28

Item 1. Legal Proceedings	28

Item 1A. Risk Factors	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3. Defaults upon Senior Securities	28

Item 4. Mine Safety Disclosures	28

Item 5. Other Information	28

Item 6. Exhibits	29

Signatures	30


	March 31,		December 31,
	2025		2024
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	14,833,263	$	17,656,221
Prepaid expenses and other current assets		484,153		64,633

TOTAL CURRENT ASSETS		15,317,416		17,720,854


Fixed assets, net of accumulated depreciation		11,893		12,925

TOTAL ASSETS	$	15,329,309	$	17,733,779


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	114,181	$	317,287
Accrued expenses		96,484		696,980

TOTAL CURRENT LIABILITIES		210,665		1,014,267

Warrant liability		2,415,000		3,766,000
Derivative liability		6,256,000		6,177,000

TOTAL LIABILITIES		8,881,665		10,957,267

Commitments and contingencies

Series C Convertible redeemable preferred stock, $0.0001 par value and $1,000 face value, 1,000,000 shares authorized; 3,570 and 4,285 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively. Liquidation preference of $3,570,000 plus dividends accrued at 5% per annum of $29,750 as of March 31, 2025.		1,278,855		912,830

STOCKHOLDERS’ EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 1,389,815 shares issued and outstanding as of March 31, 2025 and 1,357,165 shares issued and outstanding as of December 31, 2024,		140		137
Additional paid-in capital		52,048,387		53,027,049
Accumulated other comprehensive income		5,702		5,702
Accumulated deficit		(46,885,440)		(47,169,206)

TOTAL STOCKHOLDERS’ EQUITY		5,168,789		5,863,682

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,329,309	$	17,733,779


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2025		2024
OPERATING EXPENSES:
Research and development	$	60,816	$	609,249
General and administrative		1,008,349		1,082,245
TOTAL OPERATING EXPENSES		1,069,165		1,691,494

OTHER INCOME:
Interest income		182,334		463,395
Share of net loss in equity investment		—		(8,600)
Change in fair value of warrant liability		1,351,000		58,000
Change in fair value of derivative liability		(79,000)		972,000
TOTAL OTHER INCOME		1,454,334		1,484,795

Net income (loss) before income taxes		385,169		(206,699)

Provision for income taxes		—		—

Net income (loss)		385,169		(206,699)

Preferred Stock dividends		101,403		218,459
Allocation of undistributed income to Series C Convertible Preferred stockholders		115,930		—

Net income (loss) attributable to common stockholders	$	167,836	$	(425,158)

Change in fair value of available for sale debt security		—		(700)

Net comprehensive income (loss) attributable to common stockholders	$	167,836	$	(425,858)

PER SHARE DATA:

Basic income (loss) per common share	$	0.12	$	(0.41)
Fully diluted income (loss) per common share	$	0.04	$	(0.41)

Basic weighted average common shares outstanding		1,385,700		1,036,700
Fully diluted weighted average common shares outstanding		1,392,881		1,036,700


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

For the quarterly period ended March 31, 2025


☐	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 March 31, 2024
										Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance January 1, 2024	6,000	$	1,236,940	—	$	—	963,489	$	96	$	57,957,008	$	(33,610,748)	$	902	$	24,347,258

Stock based compensation	—		—	—		—	—		—		14,407		—		—		14,407

Issuance of common stock for consulting fees	—		—	—		—	15,622		2		104,498		—		—		104,500

Accrued preferred stock dividends	—		—	—		—	—		—		—		—		—		—

Preferred stock dividends paid	—		87,500	—		—	—		—		—		(87,500)		—		(87,500)

Deemed dividend - preferred stock	—		130,959	—		—	—		—		—		(130,959)		—		(130,959)

Preferred stock redemptions and conversions	(1,000)		(468,330)	—		—	106,126		11		468,319		—		—		468,330

Accrual of preferred stock and dividend redemption	(2,000)		(2,619,170)	—		—	—		—		—		—		—		—

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

Comprehensive income	—		—	—		—	—		—		—		—		(700)		(700)

Net loss	—		—	—		—	—		—		—		(206,699)		—		(206,699)

Balance March 31, 2024	3,000	$	823,555	—	$	—	1,085,237	$	109	$	56,088,576	$	(34,035,906)	$	202	$	22,052,981


	Three Months Ended March 31, 2025
										Additional				Accumulated Other
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance January 1, 2025	—	$	—	4,285	$	912,830	1,357,165	$	137	$	53,027,049	$	(47,169,206)	$	5,702	$	5,863,682

Stock based compensation	—		—	—		—	—		—		3,709		—		—		3,709

Issuance of common stock for consulting fees	—		—	—		—	32,650		3		104,613		—		—		104,616

Preferred stock dividends	—		—	—		47,604	—		—		—		(47,604)		—		(47,604)

Deemed dividends on preferred stock	—		—	—		53,799	—		—		—		(53,799)		—		(53,799)

Preferred stock redemptions and conversions	—		—	(715)		(822,362)	—		—		—		—		—		—

Preferred stock accretion	—		—	—		1,086,984	—		—		(1,086,984)		—		—		(1,086,984)

Net income	—		—	—		—	—		—		—		385,169		—		385,169

Balance March 31, 2025	—	$	—	3,570	$	1,278,855	1,389,815	$	140	$	52,048,387	$	(46,885,440)	$	5,702	$	5,168,789


	Three Months Ended		Three Months Ended
	March 31, 2025		March 31, 2024
CASH FLOW USED IN OPERATING ACTIVITIES
Net income (loss)	$	385,169	$	(206,699)
Adjustments to reconcile net income (loss) to net cash used by operating activities
Stock based compensation		3,709		14,407
Change in fair value of warrant liability		(1,351,000)		(58,000)
Change in fair value of derivative liability		79,000		(972,000)
Share of net loss in equity investment		—		8,600
Consulting services paid by issuance of common stock		104,616		104,500
Depreciation expense		1,032		1,399
Change in assets and liabilities:
Increase in prepaid expenses and other current assets		(419,520)		(127,821)
Decrease in accounts payable		(203,106)		(205,728)
Decrease in accrued expenses		(600,496)		(390,199)
		(2,385,765)		(1,624,842)

Net Cash Used in Operating Activities		(2,000,596)		(1,831,541)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of available for sale debt security		—		(500,000)

Net Cash Used in Investing Activities		—		(500,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Series C Convertible Preferred Stock		(715,000)		—
Dividends on Series C Convertible Preferred Stock		(107,362)		—

Net Cash Used in Financing Activities		(822,362)		—

NET DECREASE IN CASH AND EQUIVALENTS		(2,822,958)		(2,331,541)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		17,656,221		28,661,498

CASH AND EQUIVALENTS AT END OF PERIOD	$	14,833,263	$	26,329,957

DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of Common Stock for Series B Convertible Preferred Stock installment conversions	$	—	$	468,330
Accretion of Series B Convertible Preferred Stock to redemption value	$	—	$	2,455,656
Accretion of Series C Convertible Preferred Stock to redemption value	$	1,086,984	$	—
Accrual of Series B Convertible Preferred Stock and Dividend Redemption	$	—	$	2,619,170
Change in fair value of available for sale debt security	$	—	$	(700)


	Three Months Ended March 31,
	2025
Net income/(loss)	$	385,169
Less: Series C convertible preferred stock dividends		(101,403)
Less: allocation of undistributed income to Series C convertible preferred stockholders		(115,930)

Undistributed income available to common stockholders - basic	$	167,836
Effect of dilutive instrument on net income		(112,000)
Undistributed income available to common stockholders - diluted	$	55,836

Weighted average shares outstanding - basic		1,385,700

Dilutive effect of warrants		7,181

Weighted average shares outstanding - diluted		1,392,881

Basic earnings per share	$	0.12
Diluted earnings per share	$	0.04


	For the Three Months Ended
	March 31,
	2025	2024
Common Stock Options	32,874	29,674
Convertible Preferred Stock	—	46,530
Common Stock Warrants	1,487,223	287,436
Total	1,520,097	363,640


				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of	Exercise		Term	(in
	Shares	Price		(Years)	millions)
Options outstanding at January 1, 2025	32,874	$	139.27	7.8	$	—
Options granted	—	$	—	—		—
Less options forfeited	—	$	—	—		—
Less options expired/cancelled	—	$	—	—		—
Less options exercised	—	$	—	—		—
Options outstanding at March 31, 2025	32,874	$	139.27	7.5	$	—
Options exercisable at March 31, 2025	29,674	$	153.71	7.6	$	—


Exhibit Number

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*		Certification of the Principal Executive Officer and Principal 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 March 31, 2025, 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)


	Synaptogenix, Inc.

Date: May 15, 2025	By:	/s/ Alan J. Tuchman, M.D.
		Alan J. Tuchman, M.D.
		Chief Executive Officer
		(principal executive officer)

Date: May 15, 2025	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)

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

		/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
		(principal financial officer and principal accounting officer)


		Number
		of shares
Warrants outstanding January 1, 2024		1,610,898
Warrants issued		—
Warrants exercised		—
Warrants expired		—
Warrants outstanding and exercisable December 31, 2024 and March 31, 2025		1,610,898


		March 31,		December 31,
Description	Level	2025		2024
Liabilities:
Warrant liability (Note 6)	3	$	2,415,000	$	3,766,000
Derivative liability (Note 6)	3	$	6,256,000	$	6,177,000


Balance on December 31, 2024	$	3,766,000
Change in fair value of warrant liabilities Series C Preferred		(1,351,000)
Balance on March 31, 2025	$	2,415,000


	Three Months ended
	March 31,				Dollar
	2025		2024		Change		% Change
Operating Expenses:
Research and development expenses	$	60,816	$	609,249	$	(548,433)	(90.0)	%
General and administrative expenses	$	1,008,349	$	1,082,245	$	(73,896)	(6.8)	%
Other income, net	$	(1,454,334)	$	(1,484,795)	$	30,461	(2.1)	%
Net income (loss)	$	385,169	$	(206,699)	$	591,868	283.6	%
Net comprehensive income (loss) attributable to common stockholders	$	167,836	$	(425,858)	$	593,694	139.4	%