Synaptogenix Inc

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): September 3, 2024

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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, on November 21, 2022, Synaptogenix, Inc. (the “Company”) filed a Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc. (the “Certificate of Designations”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), thereby creating a new series of preferred stock of the Company designated as “Series B Convertible Preferred Stock” (the “Preferred Shares”). Also as previously disclosed, the Company filed Certificates of Amendment to the Certificate of Designations with the Delaware Secretary of State on each of March 17, 2023, May 12, 2023 and September 22, 2023.

On September 3, 2024, the Company filed a Certificate of Amendment to the Certificate of Designations (the “Amendment”) with the Delaware Secretary of State. Pursuant to the Amendment, the maturity date of the Preferred Shares was extended from August 31, 2024 to September 9, 2024, subject to further extension pursuant to the terms of the Certificate of Designations.

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, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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.