UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2022
Synaptogenix, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40458 | 46-1585656 |
| (State
or other
jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
| 1185 Avenue of the Americas, 3rd Floor | |
| New York, New York | 10036 |
| (Address of principal executive offices) | (zip code) |
Registrant’s Telephone Number, Including Area Code: (973) 242-0005
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 13(a) of the Exchange Act. ¨
| Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 27, 2022, the Board of Directors of Synaptogenix, Inc. (the “Company”) approved an amendment (the “Amendment”) to the bylaws of the Company (the “Bylaws”). The Amendment, which became effective immediately, amends and restates Article 1, Section 4 of the Bylaws to modify the quorum requirement for meetings of the stockholders of the Company to provide that the presence, in person or by proxy, of holders of at least one-third of the issued and outstanding shares of stock of the Company entitled to vote at such meeting will constitute a quorum at all meetings of the stockholders. Prior to the amendment, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote would constitute a quorum at all meetings of stockholders.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is hereby incorporated into this item by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit
No. |
Description | |
| 3.1 | Amendment to the Bylaws of Synaptogenix, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Date: December 28, 2022 | Synaptogenix, Inc. | |
| By: | /s/ Robert Weinstein | |
| Name: | Robert Weinstein | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
Exhibit A
AMENDMENT
TO THE BYLAWS OF
SYNAPTOGENIX, INC.
This Amendment (this “Amendment”) to the Bylaws (the “Bylaws”) of Synaptogenix, Inc., a Delaware corporation (the “Company”), is effective as of December 27, 2022 and is made pursuant to Article SEVENTH of the Certificate of Incorporation of the Company.
| 1. | Section 4 of Article I of the Bylaws is hereby amended by deleting Section 4 of Article I of the Bylaws in its entirety and replacing it with the following: |
At any meeting of the stockholders, the holders of one third of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, one third of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.
| 2. | Except as set forth in this Amendment, no terms or conditions of the Bylaws have changed. In the event of any inconsistencies between the terms of this Amendment and the Bylaws, the terms of this Amendment shall prevail. |
| By: | /s/ Robert Weinstein | |
| Name: Robert Weinstein | ||
| Title: Chief Financial Officer | ||