Business Context and Reporting Period
This Form 8-K was filed by Synaptogenix, Inc. (noting the input metadata reference to "TAO Synergies Inc." appears to be an error as the filing explicitly names Synaptogenix) on June 14, 2021. The company is a Delaware corporation and an emerging growth company focused on the development of Bryostatin-1, currently in a Phase 2b NIH-sponsored Alzheimer's trial.
Key Financial Metrics and Transaction Details
The filing details a private placement offering with the following financial terms:
- Gross Proceeds: Approximately $12.5 million.
- Securities Issued: An aggregate of 1,653,281 shares of Common Stock and/or Pre-Funded Warrants (exercise price $0.01).
- Warrants Issued: Series G Warrants to purchase up to 1,653,281 shares at an exercise price of $8.51 per share (5-year term).
- Combined Purchase Price: $7.547 per share of Common Stock and Warrants.
- Placement Agent Fees: Katalyst Securities LLC to receive a 10% cash fee on gross proceeds and 10% of the shares sold as Broker Warrants (exercise price $8.51, 5-year term).
Material Changes and Use of Proceeds
The primary material change is the entry into a Securities Purchase Agreement and a Registration Rights Agreement. The company intends to use the proceeds to:
- Support the ongoing development of Bryostatin-1.
- Fund additional research and development for new indications.
- Cover general corporate purposes.
The filing does not provide comparative financial data (revenue, profit, cash flow, or debt levels) as this is a current report regarding a specific transaction rather than a periodic financial statement.
Outlook, Risks, and Contingencies
Registration Obligations: The company must file a registration statement for the resale of securities within 10 days of closing and use commercially reasonable efforts to have it declared effective within 120 days (or 150 days if delayed by the SEC). Failure to meet these deadlines may result in liquidated damages.
Future Financing: The Placement Agent is entitled to fees on any subsequent financing consummated within 18 months if investors introduced by the agent participate.
Risks: The securities were sold under Section 4(2) and Regulation D exemptions. The company faces dilution from the issuance of common stock and warrants.
Key Facts for Investor Verification
- Verify the actual closing date and final gross proceeds received, as the $12.5 million figure is an expectation.
- Confirm the exact split between Common Stock and Pre-Funded Warrants issued to determine immediate dilution.
- Monitor the filing of the registration statement for resale of securities to ensure compliance with the 10-day and 120-day deadlines to avoid liquidated damages.
- Review the impact of the 10% placement agent fee and warrant issuance on the net capital raised.