S-8

As filed with the Securities and Exchange Commission on November 22, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-1585656
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1185 Avenue of the Americas, 3rd Floor New York, NY (Address of Principal Executive Offices)	10036 (Zip Code)

Synaptogenix, Inc. 2020 Equity Incentive Plan

(Full title of the plan)

Robert Weinstein, Chief Financial Officer

Synaptogenix, Inc.

1185 Avenue of the Americas, 3^rd Floor

New York, NY 1003

(Name and address of agent for service)

(973) 242-0005

(Telephone number, including area code, of agent for service)

With a copy to:

Kenneth R. Koch, Esq.

Daniel A. Bagliebter, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York 10017

212-935-3000 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer   x	Smaller reporting company x
	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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed to register an additional 750,000 shares of common stock, par value $0.0001 per share, of Synaptogenix, Inc. (the “Registrant”) reserved for issuance under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”), which were added to the shares authorized for issuance under the 2020 Plan pursuant to an amendment to the 2020 Plan adopted by the Registrant’s stockholders on October 11, 2022. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (File No. 333-258807). The information contained in the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 13, 2021 (File No. 333-258807) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Filed Here with	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number
3.1	Amended and Restated Certificate of Incorporation of the Registrant		8-K (Exhibit 3.1)	12/10/2020	333-249434
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated May 19, 2021		Form S-1 (Exhibit 3.3)	6/24/2021	333-257364
3.3	Restated Bylaws of the Registrant		Form 8-K (Exhibit 3.2)	12/10/2020	333-249434
3.4	Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Synaptogenix, Inc., as filed with the Secretary of State of the State of Delaware on January 19, 2021.		Form 8-K (Exhibit 3.1)	1/19/2021	333-249434
3.5	Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc., as filed with the Secretary of State of the State of Delaware on November 21, 2022.		Form 8-K (Exhibit 3.1)	11/22/2022	001-40458
4.1	Form of Common Stock Certificate of the Registrant		Form S-1/A (Exhibit 4.5)	11/05/2020	333-249434
5.1*	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of the securities being registered
10.1†	Synaptogenix, Inc. 2020 Equity Incentive Plan and forms of award agreements thereunder.		Form 8-K (Exhibit 10.5)	12/10/2020	333-249434
10.2†	Amendment No. 1 to the Synaptogenix, Inc. 2020 Equity Incentive Plan		Form 8-K (Exhibit 10.1)	04/08/2021	333-249434
10.3†	Amendment No. 2 to the Synaptogenix, Inc. 2020 Equity Incentive Plan		Form 8-K (Exhibit 10.1)	10/13/2022	001-40458
10.4†	Form of Stock Option Agreement under 2020 Equity Incentive Plan of Synaptogenix, Inc.		Form 8-K (Exhibit 10.6)	12/10/2020	333-249434
23.1*	Consent of Friedman LLP
23.2*	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page to this Registration Statement)
107*	Filing Fee Table

*Filed herewith

†Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on November 22, 2022.

SYNAPTOGENIX, INC.
By:	/s/ Alan J. Tuchman, M.D.
	Alan J. Tuchman, M.D.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the directors and officers of Synaptogenix, Inc. whose signature appears below hereby severally constitutes and appoints Alan J. Tuchman, M.D. and Robert Weinstein, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Synaptogenix, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or 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 any of them or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Alan J. Tuchman, M.D.	Chief Executive Officer and Director (Principal Executive Officer)	November 22, 2022
Alan J. Tuchman, M.D.
/s/ Robert Weinstein	Chief Financial Officer (Principal Financial and Accounting Officer)	November 22, 2022
Robert Weinstein
/s/ Daniel Alkon, M.D.	President, Chief Scientific Officer and Director	November 22, 2022
Daniel Alkon, M.D.
/s/ Joshua N. Silverman	Director and Chairman of the Board	November 22, 2022
Joshua N. Silverman
/s/ William S. Singer	Director and Vice-Chairman of the Board	November 22, 2022
William S. Singer
/s/ Bruce T. Bernstein	Director	November 22, 2022
Bruce T. Bernstein
/s/ Jonathan L. Schechter	Director	November 22, 2022
Jonathan L. Schechter

EX-5.1

Exhibit 5.1

  Chrysler Center
666 Third Avenue
New York, NY 10017
212 935 3000
mintz.com  

November 22, 2022

Synaptogenix, Inc.

1185 Avenues of the Americas, 3^rd Floor

New York, NY 10036

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as legal counsel to Synaptogenix, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, that may be issued pursuant to the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the 2020 Plan.

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the 2020 Plan, will be validly issued, fully paid and non-assessable.

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

November 22, 2022
Page 2

Very truly yours,

/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EX-23.1

Exhibit 23.1 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Synaptogenix, Inc. of our report dated March 29, 2022, with respect to our audits of the financial statements of Synaptogenix, Inc. as of December 31, 2021 and 2020 and for the years then ended which report appears in the Annual Report on Form 10-K of Synaptogenix, Inc. for the year ended December 31, 2021.

/s/ Friedman LLP

East Hanover, New Jersey

November 22, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Synaptogenix, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share	457(c) and 457(h)	750,000	$6.10	$4,575,000	$0.00011020	$504.17
Total Offering Amounts					$4,575,000		$504.17
Total Fees Previously Paid							—
Total Fee Offsets							—
Net Fee Due							$504.17

(1) The number of shares of common stock, par value $0.0001 per share (“common stock”), of Synaptogenix, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”), added pursuant to an amendment to the 2020 Plan adopted by the Registrant’s stockholders on October 11, 2022. The maximum number of shares which may be sold upon exercise of options or issuance of stock-based awards granted under the 2020 Plan, as amended, is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2020 Plan, as amended. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2020 Plan, as amended, are based on the average of the high and the low price of Registrant’s common stock as reported on The Nasdaq Capital Market as of a date (November 17, 2022) within five business days prior to filing this Registration Statement.