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
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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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 14, 2023, Synaptogenix, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the holders of 2,923,975 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or approximately 40.23% of the outstanding shares of Common Stock, were represented at the meeting or by proxy and, therefore, a quorum was present. At the Special Meeting, the stockholders considered one proposal, which is described briefly below and in more detail in the Definitive Proxy Statement on Schedule 14A for the Special Meeting filed by the Company with the U.S. Securities and Exchange Commission on March 27, 2023. The final voting results for the proposal are set forth below.
Proposal – Authorization of Issuance of Common Stock
The Company’s stockholders voted to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated November 17, 2022, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including the amortization payments made to the holders of convertible preferred stock in the form of issuance of common stock and upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants), by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 2,077,004 | 791,292 | 55,679 |
SIGNATURE
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.
| SYNAPTOGENIX, INC. |
| Date: April 14, 2023 | By: | /s/ Robert Weinstein |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer |
Cover |
Apr. 14, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 14, 2023 |
| Entity File Number | 001-40458 |
| Entity Registrant Name | Synaptogenix, Inc. |
| Entity Central Index Key | 0001571934 |
| Entity Tax Identification Number | 46-1585656 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1185 Avenue of the Americas |
| Entity Address, Address Line Two | 3rd Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10036 |
| City Area Code | 973 |
| Local Phone Number | 242-0005 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | SNPX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |