TAO Synergies Inc 10-Q for FY2026 Q2

TAO Synergies Inc. (TAOX)

10-Q 2026-08-13 For: 2026-06-30

Added on August 13, 2026

About this 10-Q

TAO Synergies Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $88.63K; up 2136.9% from $3962 a year earlier
Net loss: $9.3M; compared with a net loss of $17.52M a year earlier
Diluted EPS: -$1.83; compared with -$11.26 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	4

Item 1. Financial Statements (Unaudited)	4

Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	5

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	6

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	8

Notes to Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3. Quantitative and Qualitative Disclosures about Market Risk	37

Item 4. Controls and Procedures	38

Part II – OTHER INFORMATION	39

Item 1. Legal Proceedings	39

Item 1A. Risk Factors	39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3. Defaults upon Senior Securities	39

Item 4. Mine Safety Disclosures	39

Item 5. Other Information	39

Item 6. Exhibits	40

Signatures	41


	June 30,		December 31,
	2026		2025
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	2,368,457	$	5,497,671
Digital assets		16,809,405		17,927,183
Prepaid expenses and other current assets		1,439,172		1,953,904

TOTAL CURRENT ASSETS		20,617,034		25,378,758

Fixed assets, net of accumulated depreciation		7,758		9,309
Yuma Partnership investments		478,824		446,954

TOTAL ASSETS	$	21,103,616	$	25,835,021


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	899,175	$	1,175,323
Accrued expenses		132,444		638,516

TOTAL CURRENT LIABILITIES		1,031,619		1,813,839

Warrant liability		9,000		9,000
Derivative liability		2,769,000		2,114,000

TOTAL LIABILITIES		3,809,619		3,936,839

Commitments and contingencies

Series D Convertible redeemable preferred stock, $.0001 par value and $1,000 face value, 1,000,000 shares authorized; 679 shares issued and outstanding at June 30, 2026 and December 31, 2025. Liquidation preference of $678,562 plus dividends accrued at 5% per annum of $0 as of June 30, 2026.		686,026		507,927

Series E Convertible redeemable preferred stock, $.0001 par value and $1,000 face value, 1,000,000 shares authorized; 11,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively. Liquidation preference of $11 million plus dividends accrued at 7% per annum of $0 as of June 30, 2026.		3,858,655		338,774


STOCKHOLDERS’ EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 7,473,112 shares issued and outstanding as of June 30, 2026 and 7,448,343 shares issued and outstanding as of December 31, 2025.		748		746
Additional paid-in capital		94,388,864		97,242,028
Accumulated other comprehensive income		5,702		5,702
Accumulated deficit		(81,645,998)		(76,196,995)

TOTAL STOCKHOLDERS’ EQUITY		12,749,316		21,051,481

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	21,103,616	$	25,835,021


		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2026			2025			2026			2025
REVENUES:
Revenues from TAO staking		$	88,626		$	3,962		$	477,400		$	3,962

OPERATING EXPENSES:
Research and development			31,855			148,555			60,455			209,371
General and administrative			1,626,007			2,191,395			3,303,945			3,199,744
Warrant issuance costs			—			699,845			—			699,845
TOTAL OPERATING EXPENSES			1,657,862			3,039,795			3,364,400			4,108,960

OPERATING LOSS			(1,569,236)			(3,035,833)			(2,887,000)			(4,104,998)

OTHER EXPENSE:
Interest income			25,255			152,798			60,734			335,132
Unrealized loss on digital assets			(8,437,115)			(14,368)			(1,595,178)			(14,368)
Change in fair value of Yuma partnership investments			(318,870)			—			31,870			—
Change in fair value of warrant liability			6,000			(14,515,675)			—			(13,164,675)
Change in fair value of derivative liability			995,000			(103,000)			(655,000)			(182,000)
TOTAL OTHER EXPENSE			(7,729,730)			(14,480,245)			(2,157,574)			(13,025,911)

Net loss before income taxes			(9,298,966)			(17,516,078)			(5,044,574)			(17,130,909)

Provision for income taxes			—			—			—			—

Net loss			(9,298,966)			(17,516,078)			(5,044,574)			(17,130,909)

Preferred Stock dividends			201,045			102,739			404,429			204,142
Deemed dividend on Series E Warrants			4,158,000			—			4,158,000			—

Net loss attributable to common stockholders		$	(13,658,011)		$	(17,618,817)		$	(9,607,003)		$	(17,335,051)

PER SHARE DATA:

Basic and fully diluted loss per common share		$	(1.83)		$	(11.26)		$	(1.29)		$	(11.75)
Basic and fully diluted weighted average common shares outstanding			7,472,200			1,565,200			7,470,500			1,475,500


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

For the quarterly period ended June 30, 2026


☐	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		TAOX		The Nasdaq Stock Market LLC


	Three Months Ended June 30, 2025
																				Additional						Accumulated Other
	Series C Preferred Stock					Series D Preferred Stock					Series E Preferred Stock				Common Stock					Paid-In			Accumulated			Comprehensive
	Shares		Amount			Shares		Amount			Shares		Amount		Shares		Amount			Capital			Deficit			Income (Loss)			Total

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

Stock based compensation	—			—		—			—		—			—	73,971			7			582,107			—			—			582,114

Exercise of investor warrants	—			—		—			—		—			—	162,008			16			484,310			—			—			484,326

Issuance of common stock for consulting fees	—			—		—			—		—			—	1,867			—			4,500			—			—			4,500

Issuance of warrants for consulting fees	—			—		—			—		—			—	—			—			724,230			—			—			724,230

Issuance of Series D Preferred Stock and warrants	—			—		5,500			105,341		—			—	—			—			157,442			—			—			157,442

Preferred stock dividends	—			32,759		—			16,806		—			—	—			—			—			(49,565)			—			(49,565)

Preferred stock redemptions and conversions	(3,347)			(3,761,034)		—			—		—			—	877,250			88			2,948,147			—			—			2,948,235

Deemed dividends on preferred stock	—			53,174		—			—		—			—	—			—			—			(53,174)			—			(53,174)

Preferred stock accretion	—			2,320,675		—			324,795		—			—	—			—			(2,645,470)			—			—			(2,645,470)

Modification of Series C preferred stock	—			343,282		—			—		—			—	—			—			6,017,668			—			—			6,017,668

Reclassification of warrants upon amendment	—			—		—			—		—			—	—			—			21,426,648			—			—			21,426,648

Net loss	—			—		—			—		—			—	—			—			—			(17,516,078)			—			(17,516,078)

Balance June 30, 2025	223		$	267,711		5,500		$	446,942		—		$	—	2,504,911		$	251		$	81,747,969		$	(64,504,257)		$	5,702		$	17,249,665


	Three Months Ended June 30, 2026
																				Additional						Accumulated Other
	Series C Preferred Stock					Series D Preferred Stock					Series E Preferred Stock				Common Stock					Paid-In			Accumulated			Comprehensive
	Shares		Amount			Shares		Amount			Shares		Amount		Shares		Amount			Capital			Deficit			Income (Loss)			Total

Balance April 1, 2026	—		$	—		679		$	694,852		11,000		$	2,211,006	7,471,931		$	748		$	95,398,301		$	(72,145,987)		$	5,702		$	23,258,764

Stock based compensation	—			—		—			—		—			—	—			—			241,725			—			—			241,725

Issuance of common stock for consulting fees	—			—		—			—		—			—	1,181			—			4,500			—			—			4,500

Issuance of warrants for consulting fees	—			—		—			—		—			—	—			—			584,487			—			—			584,487

Accrual of preferred stock dividends	—			—		—			8,545		—			192,500	—			—			—			(201,045)			—			(201,045)

Payment of preferred stock dividends	—			—		—			(17,371)		—			(385,000)	—			—			—			—			—			—

Preferred stock accretion	—			—		—			—		—			1,840,149	—			—			(1,840,149)			—			—			(1,840,149)

Net loss	—			—		—			—		—			—	—			—			—			(9,298,966)			—			(9,298,966)

Balance June 30, 2026	—		$	—		679		$	686,026		11,000		$	3,858,655	7,473,112		$	748		$	94,388,864		$	(81,645,998)		$	5,702		$	12,749,316


		Six Months Ended June 30, 2025
																					Additional						Accumulated Other
		Series C Preferred Stock					Series D Preferred Stock					Series E Preferred Stock				Common Stock					Paid-In			Accumulated			Comprehensive
		Shares		Amount			Shares		Amount			Shares		Amount		Shares		Amount			Capital			Deficit			Income			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		—			—		—			—		—			—	73,971			7			585,816			—			—			585,823

Exercise of investor warrants		—			—		—			—		—			—	162,008			16			484,310			—			—			484,326

Issuance of common stock for consulting fees		—			—		—			—		—			—	34,517			3			109,113			—			—			109,116

Issuance of warrants for consulting fees		—			—		—			—		—			—	—			—			724,230			—			—			724,230

Issuance of Series D Preferred Stock and warrants		—			—		5,500			105,341		—			—	—			—			157,442			—			—			157,442

Preferred stock dividends paid		—			80,363		—			16,806		—			—	—			—			—			(97,169)			—			(97,169)

Deemed dividends on preferred stock		—			106,973		—			—		—			—	—			—			—			(106,973)			—			(106,973)

Preferred stock redemptions and conversions		(4,062)			(4,583,396)		—			—		—			—	877,250			88			2,948,147			—			—			2,948,235

Preferred stock accretion		—			3,407,659		—			324,795		—			—	—			—			(3,732,454)			—			—			(3,732,454)

Modification of Series C preferred stock		—			343,282		—			—		—			—	—			—			6,017,668			—			—			6,017,668

Reclassification of warrants upon amendment		—			—		—			—		—			—	—			—			21,426,648			—			—			21,426,648

Net loss		—			—		—			—		—			—	—			—			—			(17,130,909)			—			(17,130,909)

Balance June 30, 2025		223		$	267,711		5,500		$	446,942		—		$	—	2,504,911		$	251		$	81,747,969		$	(64,504,257)		$	5,702		$	17,249,665


		Six Months Ended June 30, 2026
																					Additional						Accumulated Other
		Series C Preferred Stock					Series D Preferred Stock					Series E Preferred Stock				Common Stock					Paid-In			Accumulated			Comprehensive
		Shares		Amount			Shares		Amount			Shares		Amount		Shares		Amount			Capital			Deficit			Income			Total

Balance January 1, 2026		—		$	—		679		$	507,927		11,000		$	338,774	7,448,343		$	746		$	97,242,028		$	(76,196,995)		$	5,702		$	21,051,481

Stock based compensation		—			—		—			—		—			—	—			—			318,325			—			—			318,325

Issuance of common stock for consulting fees		—			—		—			—		—			—	24,769			2			108,952			—			—			108,954

Issuance of warrants for consulting fees		—			—		—			—		—			—	—			—			584,487			—			—			584,487

Accrual of preferred stock dividends		—			—		—			17,090		—			387,339	—			—			—			(404,429)			—			(404,429)

Payment of preferred stock dividends		—			—		—			(23,621)		—			(547,756)	—			—			—			—			—			—

Preferred stock accretion		—			—		—			184,630		—			3,680,298	—			—			(3,864,928)			—			—			(3,864,928)

Net loss		—			—		—			—		—			—	—			—			—			(5,044,574)			—			(5,044,574)

Balance June 30, 2026		—		$	—		679		$	686,026		11,000		$	3,858,655	7,473,112		$	748		$	94,388,864		$	(81,645,998)		$	5,702		$	12,749,316


	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2026	2025	2026	2025
Common Stock Options	254,193	35,221	174,380	34,047
Convertible Preferred Stock	1,601,187	1,282,092	1,601,187	1,275,769
Common Stock Warrants	3,646,648	2,371,419	3,439,400	1,991,158
Total	5,502,028	3,688,732	5,214,967	3,300,974


Assets		Tokens		Average Cost Basis			Fair Market Value			Cumulative Unrealized Loss
Staked TAO		71,093		$	24,018,851		$	14,345,241		$	9,673,610
Un-staked TAO		12,212			4,125,854			2,464,164			1,661,690
Totals		83,306		$	28,144,705		$	16,809,405		$	11,335,300


							Weighted-
							Average		Aggregate
				Weighted-			Remaining		Intrinsic
		Number		Average			Contractual		Value
		of		Exercise			Term		(in
		Shares		Price			(Years)		thousands)
Options outstanding at January 1, 2026		93,681		$	50.28		8.7		$	—
Options granted		337,400		$	4.81		9.9			—
Less options forfeited		—		$	—		—			—
Less options expired/cancelled		—		$	—		—			—
Less options exercised		—		$	—		—			—
Options outstanding at June 30, 2026		431,081		$	14.69		9.5		$	—
Options exercisable at June 30, 2026		31,281		$	130.05		6.4		$	—


		Six Months Ended June 30,
		2026			2025
Cash used in operating activities		$	2,557,837		$	2,749,668
Cash used in investing activities		$	—		$	4,500,000
Cash (used in) provided by financing activities		$	(571,377)		$	3,963,165

	TAO Synergies Inc.

Date: August 13, 2026	By:	/s/ Joshua N. Silverman
		Joshua N. Silverman
		Executive Chairman of the Board of Directors
		(principal executive officer)

Date: August 13, 2026	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
		(principal financial officer and principal accounting officer)

Date: August 13, 2026
	/s/ Joshua N. Silverman
	Joshua N. Silverman
	Executive Chairman of the Board of Directors
	(principal executive officer)


Balance of Digital Assets as of January 1, 2026	$	17,927,183
Purchase of TAO tokens		—
Staking rewards (non-cash additions)		477,400
Unrealized loss on digital assets		(1,595,178)
Balance of Digital Assets as of June 30, 2026	$	16,809,405


	For the Three and Six Months Ended			For the Three and Six Months Ended
	June 30,			June 30,
	2026	2026		2025	2025
Asset	Token Rewards	Revenue		Token Rewards		Revenue
TAO - Six Months	1,986.76	$	477,400	11.84	$	3,962
TAO - Three Months	1,095.64	$	88,626	11.84	$	3,962


Balance of Limited Partnership Interests as of January 1, 2026	$	446,954
Change in fair value of limited partnership investments		31,870
Balance as of June 30, 2026	$	478,824


		Number
		of shares
Warrants outstanding and exercisable January 1, 2026		3,301,622
Warrants issued		953,335
Warrants exercised		—
Warrants expired		(166,112)
Warrants outstanding June 30, 2026		4,088,845
Warrants exercisable June 30, 2026		4,088,845


		June 30,		December 31,
Description	Level	2026		2025
Liabilities:
Warrant liability (Note 6)	3	$	9,000	$	9,000
Derivative liability (Note 6)	3	$	2,769,000	$	2,114,000


Balance on December 31, 2025	$	9,000
Change in fair value of warrant liabilities		—
Balance on June 30, 2026	$	9,000


Balance on December 31, 2025	$	2,000
Change in fair value of derivative liability Series D Convertible Preferred Stock		(1,000)
Balance on June 30, 2026	$	1,000


Balance on December 31, 2025	$	2,112,000
Change in fair value of derivative liability Series E Convertible Preferred Stock		656,000
Balance on June 30, 2026	$	2,768,000


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
External clinical development expenses	$	10,353	$	84,457	$	20,704	$	110,648
Personnel related and stock-based compensation		7,013		44,258		9,525		57,083
Other research and development expenses		14,489		19,840		30,226		41,640
Total research and development expenses	$	31,855	$	148,555	$	60,455	$	209,371


		Three Months ended
		June 30,						Dollar
		2026			2025			Change			% Change
Revenues		$	88,626		$	3,962		$	84,664		2,136.9	%
Operating Expenses:
Research and development expenses		$	31,855		$	148,555		$	(116,700)		(78.6)	%
General and administrative expenses		$	1,626,007		$	2,191,395		$	(565,388)		(25.8)	%
Warrant issuance costs		$	—		$	699,845		$	(699,845)		(100.0)	%
Other expense, net		$	(7,729,730)		$	(14,480,245)		$	6,750,515		(46.6)	%
Net loss		$	(9,298,966)		$	(17,516,078)		$	8,217,112		(46.9)	%

Exhibit Number
3.1.1		Amended and Restated Certificate of Incorporation of TAO Synergies Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020).

3.1.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2024).

3.1.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2025).

3.2		Amended and Restated Bylaws of TAO Synergies, Inc. (incorporated by reference from Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

3.3		Certificate of Designations of Series D Convertible Preferred Stock of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on July 11, 2025).

3.4		Certificate of Designations of Series E Convertible Preferred Stock of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on November 12, 2025).

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 June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated 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)