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)
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(Commission File Number) | (IRS Employer Identification No.) |
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(
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Synaptogenix, Inc.
(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):
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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).
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Explanatory Note
On June 9, 2025, Synaptogenix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Prior Report”) to report, among other things, the resignation of certain officers and directors of the Company. The Prior Report inadvertently stated that Dr. Alan J. Tuchman, M.D. resigned as Chief Executive Officer and director of the Company, effective June 8, 2025. The Company is filing the below Item 5.02 to correct this statement which should have stated that Dr. Alan J. Tuchman, M.D. remains a member of the Company’s board of directors despite his resignation as Chief Executive Officer of the Company.
The Prior Report is otherwise unaffected by this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Alan J. Tuchman, M.D.
On June 8, 2025, Dr. Alan J. Tuchman resigned as Chief Executive Officer of the Company, effective June 8, 2025. Dr. Tuchman will serve as Chief Medical Officer of the Company and will remain a member of the board of directors of the Company. In connection with his resignation as Chief Executive Officer, the Company and Dr. Tuchman agreed to reduce Dr. Tuchman’s base monthly salary to $7,500 per month.
Item 5.03 Amendments to Articles of Incorporation.
On June 25, 2025, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation (“Amendment”) with the Secretary of State for the State of Delaware to change its name to TAO Synergies Inc. (the “Name Change”). The Name Change and Amendment became effective at 8:00 a.m. Eastern Time on June 26, 2025.
The Board of Directors of the Company (the “Board”) approved the Name Change and the Amendment pursuant to Section 242 of the General Corporation Law of the State of Delaware. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Amendment. The Name Change will not in any way affect the voting or other rights that accompany the Company’s common stock, par value $0.0001 per share (“Common Stock”), or the validity or transferability of the Company’s shares of Common Stock currently outstanding.
As a result of the Name Change, the Company anticipates that effective July 1, 2025, the Common Stock will cease trading under the ticker symbol “SNPX” and will begin trading under its new ticker symbol “TAOX” on the Nasdaq Capital Market. The CUSIP of the Common Stock did not change in connection with the ticker symbol change.
A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD.
On June 26, 2025, the Company issued a press release announcing the Name Change and anticipated Nasdaq ticker symbol change. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 25, 2025 | |
| 99.1 | Press Release dated June 26, 2025 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
| Date: June 27, 2025 | TAO Synergies Inc. | |
| By: | /s/ Robert Weinstein | |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SYNAPTOGENIX, INC.
Synaptogenix, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The name of this corporation is Synaptogenix, Inc., and the date on which the Certificate of Incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware was October 31, 2012, under the original name Neurotrope Bioscience, Inc. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 7, 2020 (as amended, the “Certificate of Incorporation”). Pursuant to Section 242 of the DGCL this Certificate of Amendment (this “Amendment”) amends certain provisions of the Certificate of Incorporation.
SECOND: The Board of Directors of the Company duly adopted resolutions approving the Amendment and declaring the Amendment to be advisable.
THIRD: Article FIRST of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“The name of the corporation is TAO Synergies Inc. (the “Company” or the “Corporation”).”
FOURTH: All other references to “Synaptogenix, Inc.” in the Certificate of Incorporation shall be replaced with “TAO Synergies Inc.”
FIFTH: This Amendment shall become effective at 8 a.m. Eastern Time on June 26, 2025.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Synaptogenix, Inc. has caused this Certificate of Amendment to be executed by its Chief Financial Officer as of June 24, 2025.
| By: | /s/ Robert Weinstein | |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer |
[Signature Page to Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Synaptogenix, Inc.]
Exhibit 99.1
Synaptogenix Announces Name Change to TAO Synergies and New Ticker Symbol “TAOX” for Alignment with AI-Focused Crypto Treasury Strategy
New trading symbol "TAOX" effective Tuesday, July 1, 2025,
New name represents Company’s strategic focus on the synergies between cryptocurrency and AI
NEW YORK, June 26, 2025 – TAO Synergies Inc. (the “Company”), formerly Synaptogenix, Inc. (NASDAQ: SNPX), today announced that it will begin trading on Nasdaq under the new ticker symbol “TAOX” on Tuesday, July 1, 2025, in accordance with its rebranding to the new name TAO Synergies Inc., effective today. The Company’s new corporate identity aligns with its significant strategic focus on the leading AI token TAO as the cornerstone of its digital asset treasury strategy.
TAO is the leading AI token by market capitalization and adoption. As part of its strategy, the Company has begun staking TAO to generate revenue, capitalizing on both staking yield and the growth of the token.
"We are excited to introduce TAO Synergies Inc. and its new ticker symbol TAOX, a rebranding that aligns with our exclusive focus on TAO and its long-term growth potential," said Executive Chairman Joshua Silverman. "This transition represents a pivotal moment in our commitment to digital assets, positioning us to create long-term value for our shareholders. TAO's role in the AI ecosystem makes it an ideal asset to drive this new strategic direction."
More information about TAO Synergies and its integration with TAO will be available on the new corporate website to be launched this summer.
About TAO Synergies
TAO Synergies Inc. (formerly Synaptogenix, Inc.) is the first pure-play public company focused on the convergence between cryptocurrency and artificial intelligence (AI). The Company’s differentiated cryptocurrency treasury strategy is centered exclusively on the acquisition of TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. TAO Synergies Inc. seeks to stake TAO for revenue generation and capital appreciation, a strategy that underscores its mission to create significant value for shareholders.
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. 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. 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
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