Synaptogenix Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 6, 2024, Synaptogenix, Inc. (“we,” “us” and “our”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 846,988 shares of our Common Stock, or approximately 54.03% of our outstanding shares of Common Stock, were represented in person or by proxy and, therefore, a quorum was present. At the Annual Meeting, our stockholders considered four 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 - Election of Directors
Our stockholders voted to elect two directors to hold office until the 2027 annual meeting of stockholders, and until their respective successors are elected and qualified, by the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Joshua Silverman | 369,569 | 109,201 | 368,218 | |||
| William S. Singer | 367,990 | 110,780 | 368,218 |
Proposal 2 - Board Authorization to Issue Stock Pursuant to Securities Purchase Agreement
Our stockholders voted to authorize our board of directors (the “Board”) to issue shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated September 10, 2024, in an amount equal to or in excess of 20% of our common stock outstanding
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 246,470 | 100,776 | 14,180 | 485,562 |
Proposal 3 - Approval of Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan
Our stockholders voted to approve an amendment to our Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from 175,000 shares of Common Stock to an aggregate of 675,000 shares of Common Stock by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 270,829 | 194,623 | 13,318 | 368,218 |
Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm.
The ratification of appointment of Stephano Slack as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 690,006 | 143,414 | 13,568 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 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.
| SYNAPTOGENIX, INC. |
| Date: December 6, 2024 | By: | /s/ Robert Weinstein |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer |