UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Special Meeting (as defined below) of TAO Synergies Inc. (the “Company”), stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (as amended and restated, the “Amended and Restated Equity Incentive Plan”) to increase the number of shares of common stock (“Common Stock”) reserved for issuance thereunder by 2,000,000 shares to 2,675,000 shares.
The foregoing description of the Amended and Restated Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 6, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the holders of 567,847 shares of the Company’s Common Stock, or approximately 35.23% of our outstanding shares of Common Stock, were represented in person or by proxy and, therefore, a quorum was present. At the Special Meeting, the Company’s stockholders considered three proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.
Proposal 1 - Approval of the Issuance of Common Stock Underlying Shares of Convertible Preferred Stock and Warrants
The Company’s stockholders voted to authorize, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), as applicable, the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of (a) that certain Securities Purchase Agreement, dated June 9, 2025, by and among the Company and the investors named therein, (b) that certain Consulting Agreement, dated June 8, 2025, by and among the Company and the parties therein and (c) that certain engagement letter by and among the Company and GP Nurmenkari Inc. as placement agent, in an amount equal to or in excess of 20% of the Company’s 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), by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 500,450 | 66,872 | 525 |
Proposal 2 – Approval of Amendment to Equity Incentive Plan
The Company’s stockholders voted to approve a proposed amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan to, among other things, (a) increase the number of shares available for the grant of awards by 2,000,000 shares and (b) change the name of the Plan to “TAO Synergies Inc. 2020 Equity Incentive Plan”, by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 492,781 | 73,988 | 1,078 |
Proposal 3 - Approval of Adjournment
The Company’s stockholders voted to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt either of Proposal #1 or Proposal #2 or to establish a quorum, by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 523,728 | 42,865 | 1,254 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 10.1 | Amended and Restated TAO Synergies Inc. 2020 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| TAO SYNERGIES INC. |
| Date: August 8, 2025 | By: | /s/ Robert Weinstein |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer |