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Synaptogenix Inc

For the period ended Jun 20, 2024. Filed Jun 21, 2024.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jun 20, 2024 · Filed Jun 21, 2024

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TAOX$2.54+8.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2024

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4045846-1585656
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1185 Avenue of the Americas, 3 rd Floor

New York, New York 10036

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (973)242-0005

(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 (seeGeneral 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)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareSNPXThe Nasdaq Stock Market LLC

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). Emerging growth company. x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

As previously disclosed, Synaptogenix, Inc. (the “Company”) is party to an offer letter, dated December 7, 2020 and subsequently amended on August 4, 2022 and June 16, 2023, with Alan J. Tuchman, M.D. (the “Offer Letter”), pursuant to which Dr. Tuchman serves as the Company’s Chief Executive Officer. On June 20, 2024, the Company entered into Amendment No. 3 to the Offer Letter (the “Amendment”), which was effective as of June 7, 2024. Pursuant to the Amendment, the term of Dr. Tuchman’s employment was extended through December 7, 2024, with automatic monthly renewals thereafter unless earlier terminated in accordance with the terms of the Offer Letter.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

ExhibitDescription
10.1Third Amendment to Offer Letter, dated as of June 20, 2024, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 21, 2024By:/s/ Robert Weinstein
Name:Robert Weinstein
Title:Chief Financial Officer
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