UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________________ to __________________

Commission File Number: 001-40458

SYNAPTOGENIX, INC.

(Exact name of registrant as specified in its charter)


Delaware	46-1585656
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification No.)

1185 Avenue of the Americas, 3rd Floor
New York, New York	10036
(Address of principal executive offices)	(Zip code)

(973) 242-0005

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered


Common Stock, $0.0001 par value per share		SNPX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of May 13, 2024, there were 1,233,230 shares of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our patent portfolio, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, availability of our raw materials, existing or increased competition, stock volatility and illiquidity, and our failure to implement our business plans or strategies. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, as updated in our quarterly report and current reports filed with the SEC from time to time. We advise you to carefully review the reports and documents we file from time to time with the SEC including our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under securities laws, we undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

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TABLE OF CONTENTS


	Page
Part I – FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3

Condensed Balance Sheets as of March 31, 2024 and December 31, 2023	3

Condensed Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023	4

Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023	5

Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023	6

Notes to Condensed Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3. Quantitative and Qualitative Disclosures about Market Risk	30

Item 4. Controls and Procedures	30

Part II – OTHER INFORMATION	31

Item 1. Legal Proceedings	31

Item 1A. Risk Factors	31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3. Defaults upon Senior Securities	31

Item 4. Mine Safety Disclosures	31

Item 5. Other Information	31

Item 6. Exhibits	32

Signatures	33

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

Synaptogenix, Inc.

Condensed Balance Sheets

(Unaudited)


	March 31,		December 31,
	2024		2023
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	26,329,957	$	28,661,498
Prepaid Clinical trial expenses		—		375,085
Available for sale debt security		1,937,800		1,438,500
Prepaid expenses and other current assets		560,583		57,677

TOTAL CURRENT ASSETS		28,828,340		30,532,760

Equity method investment		553,802		562,402

Fixed assets, net of accumulated depreciation		17,106		18,505

TOTAL ASSETS	$	29,399,248	$	31,113,667


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	238,905	$	444,633
Accrued expenses		45,692		435,891
Accrued Series B Convertible Preferred payments payable		6,015,115		3,395,945

TOTAL CURRENT LIABILITIES		6,299,712		4,276,469

Warrant liability		82,000		140,000
Derivative liability		141,000		1,113,000

TOTAL LIABILITIES		6,522,712		5,529,469

Commitments and contingencies

Series B Convertible redeemable preferred stock, $.0001 par value and $1,000 face value, 1,000,000 shares authorized; 3,000 and 6,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Liquidation preference of $3,000,000 plus dividends accrued at 7% per annum of $839,228 as of March 31, 2024.		823,555		1,236,940

STOCKHOLDERS’ EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 1,085,237 shares issued and outstanding as of March 31, 2024 and 963,489 shares issued and outstanding as of December 31, 2023. *		109		96
Additional paid-in capital		56,088,576		57,957,008
Accumulated other comprehensive income		202		902
Accumulated deficit		(34,035,906)		(33,610,748)

TOTAL STOCKHOLDERS’ EQUITY		22,052,981		24,347,258

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	29,399,248	$	31,113,667

* Adjusted to reflect the impact of the 1:25 reverse stock split that became effective on April 4, 2024.

See accompanying notes to condensed financial statements.

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Synaptogenix, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2024		2023
OPERATING EXPENSES:
Research and development	$	609,249	$	877,717
General and administrative		1,082,245		2,044,224
TOTAL OPERATING EXPENSES		1,691,494		2,921,941

OTHER INCOME:

SEC Form 10-Q filed by Synaptogenix Inc.