TAO Synergies Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
TAOX$2.58-5.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statements Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a)(1) and (2) See “Index to Financial Statements and Financial Statement Schedules” at Item 8 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| ExhibitNumber | | Description |
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| 3.1.1 | | Amended and Restated Certificate of Incorporation of TAO Synergies Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 3.1.2 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2024) |
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| 3.1.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2025) |
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| 3.2 | | Amended and Restated Bylaws of TAO Synergies, Inc. (incorporated by reference from Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 3.3 | | Certificate of Designations of Series D Convertible Preferred Stock of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on July 11, 2025) |
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| 3.4 | | Certificate of Designations of Series E Convertible Preferred Stock of Synaptogenix, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on November 12, 2025) |
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| 4.1 | | Form of Series A Common Stock Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020) |
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| 4.2 | | Form of Series B Common Stock Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020) |
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| 4.3 | | Form of Series C Common Stock Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020) |
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| 4.4 | | Form of Series D Common Stock Warrant (incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020) |
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| 4.5 | | Form of Series F Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 22, 2021) |
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| 4.6 | | Form of Series G Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 16, 2021) |
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| 4.7 | | Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 22, 2021) |
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| 4.8 | | Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 16, 2021) |
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| 4.9 | | Form of Broker Warrant (incorporated by reference from Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 22, 2021) |
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| 4.10 | | Form of Broker Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 16, 2021) |
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| 4.11 | | Form of Series B Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 18, 2022) |
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| 4.12 | | Form of Series C Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2024) |
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| 4.13 | | Form of First Amendment to 2024 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto (incorporated by reference from Exhibit 4.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 4.14 | | Form of Series C Warrant Amendment, dated June 9, 2025, by and between and the Company and the Investors thereto (incorporated by reference from Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 4.15 | | Form of Second Amendment to Series C Warrant, dated August 14, 2025, by and between the Company and the Investors thereto (incorporated by reference from Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 4.16 | | Form of Series D Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 4.17 | | Form of First Amendment to Series D Warrant, dated August 14, 2025, by and between the Company and the Investors thereto (incorporated by reference from Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 4.18 | | Form of Consultant Warrant (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 4.19 | | Form of Placement Agent Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3, filed with the SEC on July 11, 2025) |
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| 4.20 | | Form of First Amendment to 2025 Placement Agent Warrant, dated August 14, 2025, by and between the Company and the Investors thereto (incorporated by reference from Exhibit 4.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 4.21 | | Form of Senior Indenture (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3, filed with the SEC on August 14, 2025) |
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| 4.22 | | Form of Subordinated Indenture (incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3, filed with the SEC on August 14, 2025) |
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| 4.23 | | Form of Series E Warrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2025) |
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| 4.24 | | Form of Placement Agent Warrant (incorporated by reference from exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on November 12, 2025) |
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| 4.25 | | Form of Consultant Warrant (incorporated by reference from Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025) |
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| 10.1** | | Separation and Distribution Agreement, dated as of December 6, 2020, by and between Neurotrope, Inc. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 10.2 | | Tax Matter Agreement, dated as of December 6, 2020, by and between Neurotrope, Inc. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 10.3† | | Offer Letter, dated as of December 7, 2020, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 10.4† | | First Amendment to Offer Letter, dated as of August 4, 2022, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2022) |
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| 10.5† | | Second Amendment to Offer Letter, dated as of June 16, 2023, by and between Alan J. Tuchman, Ph.D. and Synaptogenix, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 22, 2023) |
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| 10.6† | | Third Amendment to Offer Letter, dated as of June 20, 2024, by and between Alan J. Tuchman, M.D. and Synaptogenix, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024) |
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| 10.7† | | Fourth Amendment to Offer Letter, dated as of December 16, 2024, by and between Alan J. Tuchman, M.D. and Synaptogenix, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2024) |
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| 10.8† | | 2020 Equity Incentive Plan of Synaptogenix, Inc. (incorporated by reference from Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 10.9† | | TAO Synergies Inc. Amended and Restated 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 8, 2025) |
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| 10.10† | | First Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 8, 2021) |
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| 10.11† | | Second Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 13, 2022) |
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| 10.12† | | Form of Stock Option Agreement under 2020 Equity Incentive Plan of Synaptogenix, Inc. (incorporated by reference from Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2020) |
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| 10.13† | | Employment Agreement, dated as of October 1, 2013, between Neurotrope, Inc. and Robert Weinstein (assumed by Synaptogenix, Inc. on December 7, 2020) (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021) |
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| 10.14† | | Non - employee Director Compensation Policy (incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2023) |
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| 10.15† | | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021) |
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| 10.16† | | Form of Executive Compensation Agreement, effective as of July 1, 2025, by and between the Company and Josh Silverman (incorporated by reference from Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) |
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| 10.17 | | Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, made as of February 4, 2015 (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021) |
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| 10.18 | | Amendment to Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, dated November 12, 2015 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021) |
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| 10.19 | | Second Amendment to the Amended and Restated Technology License by and between Neurotrope BioScience, Inc. and Cognitive Research Enterprises, Inc., dated November 29, 2018 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021) |
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| 10.20 | | Securities Purchase Agreement, dated January 21, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 22, 2021) |
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| 10.21 | | Securities Purchase Agreement, dated June 14, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 16, 2021) |
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| 10.22 | | Securities Purchase Agreement, dated November 17, 2022, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 18, 2022) |
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| 10.23 | | Securities Purchase Agreement, dated as of September 10, 2024, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 10, 2024) |
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| 10.24 | | Securities Purchase Agreement, dated June 9, 2025, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 10.25 | | Securities Purchase Agreement, dated October 13, 2025, by and among TAO Synergies Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2025) |
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| 10.26 | | Registration Rights Agreement, dated January 21, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on January 22, 2021) |
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| 10.27 | | Registration Rights Agreement, dated June 14, 2021, by and among Synaptogenix, Inc. and the Buyers signatory thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on June 16, 2021) |
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| 10.28 | | Registration Rights Agreement, dated November 17, 2022, by and among Synaptogenix, Inc. and the buyers named therein (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 18, 2022) |
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| 10.29 | | Registration Rights Agreement, dated as of September 10, 2024, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2024) |
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| 10.30 | | Registration Rights Agreement, dated as of June 9, 2025, by and among Synaptogenix, Inc. and the investors named therein (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 10.31 | | Registration Rights Agreement, dated as of October 13, 2025, by and among TAO Synergies Inc. and the investors named therein (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2025) |
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| 10.32 | | Engagement Letter, dated January 20, 2021, by and between Synaptogenix, Inc. and Katalyst Securities LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on January 22, 2021) |
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| 10.33 | | Engagement Letter, dated June 14, 2021, by and between Synaptogenix, Inc. and Katalyst Securities LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on June 16, 2021) |
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| 10.34 | | Engagement Letter, dated June 9, 2025 by and between Synaptogenix, Inc. and GP Nurmenkari Inc. (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 10.35 | | Engagement Letter, dated September 25, 2025 by and between TAO Synergies Inc. and GP Nurmenkari Inc. (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2025) |
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| 10.36 | | Placement Agency Agreement, dated January 21, 2021, by and between Synaptogenix, Inc., and GP Nurmenkari Inc. (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on January 22, 2021) |
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| 10.37 | | Consulting Services Agreement, dated June 8, 2025, by and between the Company, James Altucher and Z-List Media, Inc. (incorporated by reference from Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025) |
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| 10.38 | | Consulting Services Agreement, dated August 16, 2025, by and between TAO Synergies Inc., OSS Capital LLC and Joseph Jacks (incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025) |
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| 10.39* | | Custodial Services Agreement, dated June 18, 2025, as amended on November 25, 2025 by and between the Company and Bitgo Trust Company, Inc. |
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| 10.40* | | Master Purchase Agreement, dated June 18, 2025, by and between the Company and Bitgo Prime LLC |
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| 10.41* | | Staking and Delegation Technology Services Agreement, dated November 5, 2025, by and between the Company and Yuma Validator, LLC |
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| 19.1 | | Synaptogenix, Inc. Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024) |
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| 21.1* | | Subsidiaries of the Company |
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| 23.1* | | Consent of Stephano Slack LLC |
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| 31.1* | | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer |
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| 31.2* | | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer |
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| 32.1* | | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.) |
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| 97.1 | | Synaptogenix, Inc. Clawback Policy (incorporated by reference from Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024) |
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| 101.INS | | Inline XBRL Instance Document |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
| * | Filed herewith. |
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| ** | Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or exhibit as a supplement to the SEC or its staff upon request. |
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| † | Management contract or compensatory plan or arrangement. |
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| + | Certain confidential portions of this Exhibit were omitted because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, thereunto duly authorized in the City of New York, New York, on March 31, 2026.
| | TAO SYNERGIES INC. | |
|---|---|---|
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| | By: | /s/ Joshua N. Silverman |
| | | Joshua N. Silverman |
| | | Executive Chairman |
| | | (principal executive officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua N. Silverman and Robert Weinstein (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| SIGNATURE | | TITLE | | DATE |
|---|---|---|---|---|
| /s/ Joshua N. Silverman | Executive Chairman and Director | March 31, 2026 | ||
| Joshua N. Silverman | (Principal Executive Officer) | |||
| /s/ Robert Weinstein | Chief Financial Officer | March 31, 2026 | ||
| Robert Weinstein | (Principal Financial and Principal Accounting Officer) | |||
| /s/ Bruce T. Bernstein | Director and Vice-Chairman of the Board | March 31, 2026 | ||
| Bruce T. Bernstein | ||||
| s/ William S. Singer | Director | March 31, 2026 | ||
| William S. Singer | ||||
| s/ Robert Ephron | Director | March 31, 2026 | ||
| Robert Ephron | ||||
TAO SYNERGIES INC.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025
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| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Stephano Slack LLC PCAOB ID: 03523) | | F-2 |
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| CONSOLIDATED FINANCIAL STATEMENTS: | | |
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| Consolidated Balance Sheets | | F-4 |
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| Consolidated Statements of Operations and Comprehensive Loss | | F-5 |
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| Consolidated Statement of Changes in Stockholders’ Equity | | F-6 |
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| Consolidated Statements of Cash Flows | | F-7 |
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| Notes to Consolidated Financial Statements | | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.