TAO Synergies Inc.

For the period ended Aug 6, 2025. Filed Jul 7, 2025.

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Aug 6, 2025 · Filed Jul 7, 2025

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

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Contents

Appendix A

APPENDIX A – FORM OF AMENDMENT TO THE SYNAPTOGENIX, INC. 2020 EQUITY INCENTIVE PLAN

AMENDMENT NO. 5

SYNAPTOGENIX, INC.

2020 EQUITY INCENTIVE PLAN

In accordance with those certain resolutions adopted by the Board of Directors and stockholders of TAO Synergies Inc., a Delaware corporation (the “Company”), the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows:

Section 3(a) of the Plan is hereby amended and restated in its entirety to increase the number of shares of the Company’s common stock, par value $0.0001 per share, reserved for issuance under the Plan as follows:

“(a) The number of Shares which may be issued from time to time pursuant to this Plan shall be 2,675,000 shares of Common Stock.”

The title of the Plan (i) in each place it appears on the cover page and (ii) in Section 1 of the Plan next to the definition “Plan” is hereby amended and restated in its entirety as follows:

“TAO Synergies Inc. 2020 Equity Incentive Plan.”

The name of the Company in Section 1 of the Plan next to the definition “Company” is hereby amended and restated in its entirety as follows:

“TAO Synergies Inc., a Delaware corporation.”

Unless otherwise expressly provided for in this Amendment No. 5 to the Plan (this “Amendment”), all capitalized words, phrases, or defined terms used in this Amendment will have the same meaning ascribed to them in the Plan.
Except as expressly set forth in this Amendment, there have been no other changes or modifications to the Plan, and the Plan remains otherwise unchanged and in full force and effect.
This Amendment shall be effective as of August [ ], 2025.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed effective as of the date set forth above.

TAO Synergies Inc.,
A Delaware corporation
By:
	Robert Weinstein
	Chief Financial Officer

[Signature Page to Amendment to the Plan]

NAME & ADDRESS HERE PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. NAME & ADDRESS HERE YOUR CONTROL NUMBER Address Change: (If you noted any Address Changes above, please mark box.) ☐ TAO SYNERGIES INC. SPECIAL MEETING OF STOCKHOLDERS August 6, 2025 at 11:00 a.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAO SYNERGIES INC. The undersigned, revoking all prior proxies heretofore given, hereby appoints Joshua Silverman and Robert Weinstein, and each of them, as proxies, attorneys, and agents, with full power of substitution, to vote all shares of common stock of TAO SYNERGIES INC., a Delaware corporation, that the undersigned would be entitled to vote at the Special Meeting of Stockholders scheduled to be held on August 6, 2025 at 11:00 a.m. Eastern Time including at any adjournments, postponements, or continuations thereof, with all powers that the undersigned would possess if personally present. If no designation is made, the shares will be voted as the Board of Directors recommends, as indicated on the reverse side, and in the discretion of the proxy upon such other matters as may properly come before the Special Meeting. PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone. Vote Your Proxy on the Internet: Go to https://AALvote.com/TAOSM Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. YOUR CONTROL NUMBER As a stockholder of TAO SYNERGIES INC., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time on August 5, 2025. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Signature____________________________________________________________ Date________________________________________________________________ Title_________________________________________________________________ Signature (Joint Owners)_____________________________________________ NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person.

NAME & ADDRESS HERE PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. NAME & ADDRESS HERE YOUR CONTROL NUMBER Address Change: (If you noted any Address Changes above, please mark box.) ☐ PRELIMINARY PROXY CARD, SUBJECT TO COMPLETION DATED JUNE 27, 2025 TAO SYNERGIES INC. SPECIAL MEETING OF STOCKHOLDERS August 6, 2025 at 11:00 a.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAO SYNERGIES INC. The undersigned, revoking all prior proxies heretofore given, hereby appoints Joshua Silverman and Robert Weinstein, and each of them, as proxies, attorneys, and agents, with full power of substitution, to vote all shares of common stock of TAO SYNERGIES INC., a Delaware corporation, that the undersigned would be entitled to vote at the Special Meeting of Stockholders scheduled to be held on August 6, 2025 at 11:00 a.m. Eastern Time including at any adjournments, postponements, or continuations thereof, with all powers that the undersigned would possess if personally present. If no designation is made, the shares will be voted as the Board of Directors recommends, as indicated on the reverse side, and in the discretion of the proxy upon such other matters as may properly come before the Special Meeting. PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone. Vote Your Proxy on the Internet: Go to https://AALvote.com/TAOSM Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. YOUR CONTROL NUMBER As a stockholder of TAO SYNERGIES INC., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time on August 5, 2025. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Signature____________________________________________________________ Date________________________________________________________________ Title_________________________________________________________________ Signature (Joint Owners)_____________________________________________ NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person.

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on August 6, 2025: The Proxy Statement is available at: https://web.viewproxy.com/TAO/2025SM When properly executed, your proxy card/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted FOR Items 1, 2, and 3. Your Board of Directors recommends a vote FOR Item 1. Please mark your votes like this 1. To authorize, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), as applicable, the issuance of shares of our common stock underlying shares of convertible preferred stock and warrants issued by us pursuant to the terms of (a) that certain Securities Purchase Agreement, dated June 9, 2025, by and among us and the investors named therein, (b) that certain Consulting Agreement, dated June 8, 2025, by and among us and the parties therein and (c) that certain engagement letter by and among us and GP Nurmenkari Inc. as placement agent, in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants) (the “Issuance Proposal”); FOR ☐ AGAINST ☐ ABSTAIN ☐ Your Board of Directors recommends a vote FOR Items 2,and 3. 2. To approve a proposed amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan to, among other things, increase the number of shares available for the grant of awards by 2,000,000 shares and to change the name of the Plan to “TAO Synergies Inc. 2020 Equity Incentive Plan” (the “Plan Amendment Proposal”); FOR ☐ AGAINST ☐ ABSTAIN ☐ 3. To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt either of the Issuance Proposal or the Plan Amendment Proposal or to establish a quorum (the “Adjournment Proposal”); and FOR ☐ AGAINST ☐ ABSTAIN ☐

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