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TAO Synergies Inc.

For the period ended Dec 31, 2024. Filed Mar 27, 2025.

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FY2024 · Filed Mar 27, 2025

TAOX$2.72+7.1%Stored close · as of Nov 9, 2026

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Item 11. Executive Compensation

This section describes both the current compensation practices of Synaptogenix as well as the historical compensation practices of Neurotrope.

The following table sets forth information concerning the total compensation paid or accrued by Synaptogenix during the last two fiscal years ended December 31, 2024 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2024; (ii) the two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at December 31, 2024; and (iii) up to two additional individuals for whom disclosure would have been required pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer at December 31, 2024 (collectively, the “named executive officers”).

The Compensation Committee of the Board is responsible for determining executive compensation.

Summary Compensation Table

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Non- · ​ · ​
​​​​​​​​​​​​​​Qualified​​​​
​​Fiscal Year​​​​​​​​​Non-Equity​Deferred​All Other​​
​​Ended​​​​​Stock​Option​Incentive Plan​Compensation​Compensation​​
Name & Principal Position​December 31​Salary ($)​Bonus ($)(1)​Awards ($)​Awards ($)​Compensation​Earnings​(2)​Total ($)
Dr. Alan J. Tuchman Chief Executive Officer2024222,00050,000————6,234278,234
​2023222,00075,000————6,347303,347
Robert Weinstein CFO, Secretary and Executive Vice President2024348,408100,000————117,468565,876
​2023339,548150,000————79,370568,918
Daniel L. Alkon MD President and CSO2024300,00050,000—————350,000
​2023300,00075,000—————375,000
(1)Mr. Weinstein was paid a $100,000 bonus in 2025 for services rendered during the fiscal year ended 2024. Mr. Weinstein was paid a $150,000 bonus in March 2024 for services rendered during the fiscal year ended 2023. Drs. Tuchman and Alkon were each paid a $50,000 bonus in 2025 for services rendered during the fiscal year ended 2024 and were each paid a $75,000 bonus in 2024 for services rendered during the fiscal year ended 2023.
(2)Mr. Weinstein and Dr. Tuchman’s 2023 and 2024 amounts reflect healthcare payments and insurance premiums paid on their behalf.

Executive Employment Arrangements

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans other than certain cases noted below.

Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

*Alan J. Tuchman, M.D.*The Company is party to an offer letter (as amended to date, the “Tuchman Agreement”) as of December 7, 2020 with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman serves as Synaptogenix’s Chief Executive Officer. Under the terms of the Tuchman Agreement, Dr. Tuchman receives an annual base salary of $222,000, with an annual discretionary bonus of up to 50% of his base salary then in effect. The term of Dr. Tuchman’s employment pursuant to the offer letter was initially one year, which was to be extended automatically for six month periods unless either party gave timely written notice. On August 4, 2022, Synaptogenix entered into an amendment to the Tuchman Agreement to extend the term of Dr. Tuchman’s employment through June 7, 2023; on June 16, 2023, the Company entered into a second amendment to the Tuchman Agreement to extend the term of Dr. Tuchman’s employment

through June 7, 2024; and on June 20, 2024, the Company entered into a third amendment to the Tuchman Agreement to extend the term of Dr. Tuchman’s employment through December 7, 2024, with automatic monthly renewals thereafter unless earlier terminated by either party. In November 2024, the Company’s Board of Directors amended Dr. Tuchman’s base salary to $12,500 per month, effective January 1, 2025. Pursuant to the Tuchman Agreement, if Dr. Tuchman is terminated without cause, Dr. Tuchman shall be entitled to severance equal to six months of Dr. Tuchman’s annual base salary, payable in the form of a salary continuation over the six-month period following his termination.

Robert Weinstein. Upon the Spin-Off, Synaptogenix assumed Robert Weinstein’s employment agreement with Neurotrope, dated as of October 1, 2013 (the “Weinstein Agreement”), pursuant to which Mr. Weinstein serves as the Synaptogenix’s Chief Financial Officer and Executive Vice President. Neurotrope agreed to pay Mr. Weinstein a discretionary annual bonus of up to 50% of his annual base salary for all years beginning January 1, 2015, to be earned and payable based upon attainment of annual performance goals as determined by the Neurotrope board of directors or a committee thereof. Mr. Weinstein was not paid a bonus in 2017 or in 2018. Mr. Weinstein’s annual bonus opportunity may be periodically reviewed and increased at the discretion of the Board or a committee thereof. Mr. Weinstein is also eligible to participate in all Synaptogenix benefits generally available to the Synaptogenix’s officers in accordance with the terms of those benefit plans and all retirement, life, disability, medical and dental plan benefits generally available to Synaptogenix’s officers in accordance with the terms of those plans.

If Mr. Weinstein’s employment is terminated by Synaptogenix for a reason other than cause or by him for good reason, and subject to his compliance with other terms of the Weinstein Agreement, and certain other conditions, the Company is required to pay Mr. Weinstein a severance amount equal to Mr. Weinstein’s annual base salary, payable in a single lump sum. In addition, if Mr. Weinstein elects health care continuation coverage under COBRA, the Company is obligated to pay for such health insurance coverage for a period of 18 months following the termination of Mr. Weinstein’s employment, at the same rate as it pays for health insurance coverage for its active employees (with Mr. Weinstein required to pay for any employee-paid portion of such coverage). If Mr. Weinstein’s employment is terminated by non-renewal or due to his death or disability, he will be entitled to any unpaid prorated annual bonus for the year in which his employment terminates. Subject to earlier termination by Mr. Weinstein’s death or disability, or by Synaptogenix for cause, the term of Mr. Weinstein’s employment agreement is four years and will be extended automatically for successive one-year periods, unless either party gives written notice of termination to the other party at least 90 days prior to the end of the then-current term.

Daniel L. Alkon, M.D. Effective September 23, 2016, Neurotrope appointed Dr. Daniel Alkon, M.D., as President of Neurotrope. Dr. Alkon continues to serve as Synaptogenix’s Chief Scientific Officer following the Spin-Off. On January 4, 2017, Neurotrope agreed to compensate Dr. Alkon with compensation of $25,000 per month until May 31, 2017. Since that time, Dr. Alkon has received annual compensation of $300,000. Effective January 1, 2025, Dr. Alkon’s compensation was reduced to $16,000 per month.

Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any nonqualified defined contribution plans or other deferred compensation plan.

Potential Payments upon Termination or Change-In-Control

Employment Agreements

Pursuant to the Tuchman Agreement, if Dr. Tuchman is terminated without Cause, Dr. Tuchman shall be entitled to severance equal to six months of Dr. Tuchman’s annual base salary, payable in the form of a salary continuation over the six-month period following his termination.

Pursuant to the Weinstein Agreement, if Mr. Weinstein’s employment is terminated by the Company for a reason other than cause or by him for good reason, and subject to his compliance with other terms of the Weinstein Agreement and certain other conditions, the Company is obligated to pay him a severance amount equal to his annual base salary, payable in a single lump sum. In addition, if he elects health care continuation coverage under COBRA, the Company will pay for such health insurance coverage for a period of 18

months following the termination of his employment, at the same rate as it pays for health insurance coverage for its active employees (with Mr. Weinstein required to pay for any employee-paid portion of such coverage). If Mr. Weinstein’s employment is terminated by non-renewal or due to his death or disability, he will be entitled to any unpaid prorated annual bonus for the year in which his employment terminates.

Equity Plans

Options granted under our 2020 Plan (as defined below) are subject to modification in the event of termination as follows (in each case subject to any modifications made by the plan administrator):

●In case of termination due to death, a participant’s vested options may be exercised by their survivors within one year following death.
●In case of termination due to disability, a participant may exercise their vested options within one year of termination.
●In case of termination for Cause (as defined in the 2020 Plan), all of a participant’s vested options will be immediately forfeited.
●In case of termination not due to death, disability or Cause, the participant may exercise all vested options for the duration of the term set by the related option agreements (provided that no option intended to be an incentive stock option (ISO) may be exercised later than three months of termination). Further, if the participant becomes disabled or dies within three months of termination, such participant’s survivors may exercise the options within one year of termination (but in no event after the expiration date set by the related option agreements).

Stock awards granted under our 2020 Plan are subject to modification in the event of termination as follows (in each case subject to any modifications made by the plan administrator):

●In case of termination due to death, a participant’s vested stock awards may be exercised by their survivors subject to their terms.
●In case of termination due to disability, a participant may exercise their vested stock awards subject to their terms.
●In case of termination for Cause (as defined in the 2020 Plan), all of a participant’s vested stock awards that remain subject to forfeiture or repurchase provisions will be immediately forfeited.
●In case of termination not due to death, disability or Cause, the Company shall have the right to cancel or repurchase shares subject to stock awards held by the participant that remain subject to forfeiture or repurchase provisions.

Pursuant to the 2020 Plan, in the event of a Change of Control that is also a Corporate Transaction (as each term is defined in the 2020 Plan), all outstanding options on such date shall become automatically fully vested. Additionally, the Board has the right to determine any adjustments to outstanding awards following a Change of Control.

2020 Equity Incentive Plan

In connection with the Spin-Off, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”) in November 2020. The purpose of the 2020 Plan is to allow non-employee directors and selected employees, officers and consultants (“Grantees”) to acquire equity ownership in the Company, thereby strengthening their commitment to the Company’s success and incentivizing their efforts on behalf of the Company. The 2020 Plan is also intended to assist the Company in attracting new employees and Board members and retaining existing ones. Finally, the 2020 Plan supports and increases our ability to facilitate the sustained progress, growth and profitability of the Company.

On April 7, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to increase the total number of shares of Common Stock from 10,000 to an aggregate of 55,000 shares of Common Stock, and on October 11, 2022, the Company’s stockholders approved an amendment to the 2020 Plan to increase the total number of shares of Common Stock from 55,000 to an aggregate of 175,000 shares of Common Stock.

The Compensation Committee of our Board (the “Committee”) administers the 2020 Plan and has full power to grant stock options and Common Stock, construe and interpret the 2020 Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. Any decision made or action taken by the Committee arising out of or in connection with the interpretation and administration of the 2020 Plan will be final and conclusive. The Committee, in its absolute discretion, may award Common Stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting.

In the event that our outstanding Common Stock is changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, equitable adjustment will be made to the aggregate number and kind of shares subject to stock options which may be granted under the 2020 Plan.

The Committee may at any time, and from time to time, suspend or terminate the 2020 Plan in whole or in part or amend it from time to time in such respects as it may deem appropriate and in our best interest.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2024, including both awards subject to performance conditions and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.

​​​​​​​​​​​​
​ · ​ · Option Awards
​​​​​​Equity​​​​​
​​​​​​Incentive​​​​​
​​​​​​Plan​​​​​
​​​​​​Awards:​​​​​
​​Number Of​Number of​Number of​​​​​
​​Securities​Securities​Securities​​​​​
​ · ​ · Underlying · ​ · Underlying · ​ · Underlying · ​ · ​ · ​ · ​
​ · ​ · Unexercised · ​ · Unexercised · ​ · Unexercised · ​ · Option · ​ · Option
​ · ​ · Options (#) · ​ · Options (#) · ​ · Unearned · ​ · Exercise · ​ · Expiration
Name · ​ · Exercisable · ​ · Unexercisable · ​ · Options (#) · ​ · Price ($) · ​ · Date
T (a) · (b) · (c) · (d) · (e) · (f)
​​​​​​​​​​​​
Dr. Alan J. · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Tuchman​​​​​​​​​​​
Chief​503​—(1)—​$246.0001/13/2031
Executive​246​—(2)—​$182.25​02/16/2032
Officer​2,754​—(3)—​$151.75​11/15/2032
Robert​​​​​​​​​​​
Weinstein​​​​​​​​
CFO,​​​​​​​​​​​
Secretary​​​​​​​​​​​
and​​​​​​​​​​​
Executive​​​​​​​​​​​
Vice​445​—(1)—​$246.00​1/13/2031
President​3,000​—(3)—​$151.75​11/15/2032
Daniel L.​​​​​​​​​​​
Alkon MD​​​​​​​​​​​
President​1,250​—(1)—​$246.00​01/13/2031
and CSO3,000—(3)—​$151.7511/15/2032
(1)The options vested in full on January 13, 2021.
(2)The options vested in full on February 16, 2023.
(3)The options vested in full on May 15, 2023.

Director Compensation

Synaptogenix reimburses its directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board. On March 29, 2023, Synaptogenix adopted a new non-employee director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase up to 800 shares of Synaptogenix’s Common Stock to each of Synaptogenix’s non-employee directors. Such grants shall occur annually on the fifth business day after the filing of Synaptogenix’s Annual Report on Form 10-K and shall vest on the one-year anniversary from the date of grant subject to the director’s continued service on the Board on the vesting date. The Director Compensation Policy also provides for the automatic grant of nonqualified stock options to purchase up to 800 shares of Synaptogenix’s Common Stock to each newly appointed director following the date of his or her appointment. Such options shall vest as follows: fifty percent (50%) on the date of the grant, twenty-five percent (25%) on the one-year anniversary from the date of the grant, and twenty-five percent (25%) on the second-year anniversary from the date of the grant, subject to the director’s continued service on the Board

on the applicable vesting dates. Each non-employee director will also receive an annual retainer: $120,000 for the Chairman of the Board, $100,000 for the Vice Chairman of the Board and $60,000 for each other non-employee board member.

The following table provides information concerning the compensation of Synaptogenix’s directors for the year ended December 31, 2024.

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · Non-equity · ​ · ​ · ​
​​Fees​​​​​incentive​Non-qualified​​​​
​​earned​​​​​plan​deferred​All other​​
​​or paid​Stock​Option​compensation​compensation​Compensation​​
Name​in cash ($)​awards ($)​awards ($)(1)​($)​earnings ($)​($)​Total ($)
Joshua Silverman (2)​340,000​—​3,760​—​—​—​343,760
William S. Singer (3)150,000—3,760———153,760
Alan J. Tuchman (4)———————
Daniel Alkon (5)​—​—​—​—​—​—​—
Bruce T. Bernstein (6)110,000—3,760———113,760
Jonathan L. Schechter(7)110,000—3,760———113,760
(1)These amounts represent the aggregate grant date fair value of options granted to each director in 2025 for services performed in 2024 computed in accordance with FASB ASC Topic 718.
(2)Fees represent payments for consulting services provided by Mr. Silverman and compensation for his position as Chairman of the Board. Mr. Silverman had 5,910 option awards outstanding at December 31, 2024.
(3)Mr. Singer had 5,010 option awards outstanding at December 31, 2024.
(4)Dr. Tuchman’s compensation for 2024 is disclosed above in the Summary Compensation table.
(5)Dr. Alkon’s compensation for 2024 is disclosed above in the Summary Compensation table.
(6)Mr. Bernstein had 5,000 option awards outstanding at December 31, 2024.
(7)Mr. Schechter had 4,793 option awards outstanding at December 31, 2024.
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