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 12, 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.¨

On September 12, 2024, Synaptogenix, Inc. (the “Company”) filed a Certificate of Designations of Series C Convertible Preferred Stock of Synaptogenix, Inc. with the Secretary of State of the State of Delaware (the “Certificate of Designations”), thereby creating a new series of preferred stock of the Company designated as “Series C Convertible Preferred Stock” (the “Preferred Shares”). The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing.

The Preferred Shares will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and such shares issuable upon conversion of the Preferred Shares, the “Conversion Shares”), at the election of the holder at any time at an initial conversion price of $4.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Certificate of Designations).

The holders of the Preferred Shares will be entitled to dividends of 5% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. The holders of Preferred Shares are entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Preferred Share equal to the stated value of such Preferred Share divided by $3.52, which is the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) immediately prior to the date of the securities purchase agreement pursuant to which the Preferred Shares were sold.

Following the first anniversary of the initial issuance of the Preferred Shares through the date that is ten calendar days thereafter, holders of Preferred Shares may require the Company to redeem all or any portion of their Preferred Shares in cash, pursuant to the terms set forth in the Certificate of Designations.

Notwithstanding the foregoing, the Company’s ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.99% of the Company’s outstanding shares of Common Stock in accordance with Nasdaq listing standards. The Company has agreed to seek stockholder