Synaptogenix, Inc. [SNPX] Filings

10-Q 1 snpx-20240630x10q.htm 10-Q

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 June 30, 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 August 13, 2024, there were 1,314,309 shares of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

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 reports 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.

Table of Contents

TABLE OF CONTENTS


	Page
Part I – FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3

Condensed Balance Sheets as of June 30, 2024 and December 31, 2023	3

Condensed Statements of Comprehensive Loss for the three and six months ended June 30, 2024 and 2023	4

Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023	5

Condensed Statements of Cash Flows for the six months ended June 30, 2024 and 2023	7

Notes to Condensed Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosures about Market Risk	32

Item 4. Controls and Procedures	32

Part II – OTHER INFORMATION	34

Item 1. Legal Proceedings	34

Item 1A. Risk Factors	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3. Defaults upon Senior Securities	34

Item 4. Mine Safety Disclosures	34

Item 5. Other Information	34

Item 6. Exhibits	35

Signatures	36

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

SYNAPTOGENIX, INC.

CONDENSED BALANCE SHEETS

(Unaudited)


	June 30,		December 31,
	2024		2023
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	24,976,423	$	28,661,498
Prepaid Clinical trial expenses		—		375,085
Available for sale debt security		2,437,900		1,438,500
Prepaid expenses and other current assets		411,150		57,677

TOTAL CURRENT ASSETS		27,825,473		30,532,760

Equity method investment		543,952		562,402

Fixed assets, net of accumulated depreciation		15,789		18,505

TOTAL ASSETS	$	28,385,214	$	31,113,667


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	475,330	$	444,633
Accrued expenses		47,521		435,891
Accrued Series B Convertible Preferred payments payable		8,829,761		3,395,945

TOTAL CURRENT LIABILITIES		9,352,612		4,276,469

Warrant liability		236,000		140,000
Derivative liability		—		1,113,000

TOTAL LIABILITIES		9,588,612		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; 0 and 6,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively. Liquidation preference of $0 plus dividends accrued at 7% per annum of $874,228 as of June 30, 2024.		—		1,236,940

STOCKHOLDERS’ EQUITY
Common stock - 150,000,000 shares authorized, $0.0001 par value; 1,254,309 shares issued and outstanding as of June 30, 2024 and 963,489 shares issued and outstanding as of December 31, 2023. *		127		96
Additional paid-in capital		54,261,123		57,957,008
Accumulated other comprehensive income		302		902
Accumulated deficit		(35,464,950)		(33,610,748)

TOTAL STOCKHOLDERS’ EQUITY		18,796,602		24,347,258

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	28,385,214	$	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.

Table of Contents

SYNAPTOGENIX, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2024		2023		2024		2023
OPERATING EXPENSES:
Research and development	$	342,068	$	307,211	$	951,317	$	1,184,928
General and administrative		1,238,899		1,522,502		2,321,144		3,566,726
TOTAL OPERATING EXPENSES		1,580,967		1,829,713		3,272,461		4,751,654

OTHER INCOME:
Interest income		330,508		427,159		793,903		823,516
Share of net loss in equity investment		(9,850)		—		(18,450)		—
Change in fair value of warrant liability		(154,000)		(207,000)		(96,000)		381,000
Change in fair value of derivative liability		141,000		(2,484,400)		1,113,000		(2,258,600)
TOTAL OTHER INCOME (LOSS)		307,658		(2,264,241)		1,792,453		(1,054,084)

Net loss before income taxes		1,273,309		4,093,954		1,480,008		5,805,738

Provision for income taxes		—		—		—		—

Net loss		1,273,309		4,093,954		1,480,008		5,805,738

Preferred Stock dividends		155,735		423,575		374,194		689,649
Deemed dividend - preferred stock extinguishment		—		5,693,000		—		5,693,000

Net Loss attributable to common stockholders	$	1,429,044	$	10,210,529	$	1,854,202	$	12,188,387

Change in fair value of available for sale debt security		100		—		(600)		—

Net comprehensive loss	$	1,428,944	$	10,210,529	$	1,854,802	$	12,188,387

PER SHARE DATA:

Basic and diluted loss per common share *	$	1.18	$	34.67	$	1.64	$	41.41

Basic and diluted weighted average common shares outstanding *		1,206,600		294,500		1,128,100		294,300

* 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.

Table of Contents

SYNAPTOGENIX, INC.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY *

(Unaudited)


	Three Months Ended June 30, 2023
								Additional				Accumulated Other
	Preferred Stock				Common Stock			Paid-In		Accumulated		Comprehensive
	Shares		Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance April 1, 2023		15,000	$	2,721,723	294,394	$	29	$	53,273,742	$	(21,809,375)	$	—	$	31,464,396

Stock based compensation		—		—	—		—		334,416		—		—		334,416

Issuance of common stock for consulting fees		—		—	217		1		4,499		—		—		4,500

Accrued preferred stock dividends		—		—	—		—		—		(423,575)		—		(423,575)

Preferred stock dividends paid		—		(423,575)	—		—		—		—		—		—

Reclassification of accrued dividends upon probable redemption of preferred stock		—		165,375	—		—		—		—		—		—

Deemed dividend - preferred stock extinguishment		—		423,575	—		—		5,693,000		(5,693,000)		—		—

Preferred stock redemptions		(1,000)		(1,000,000)	—		—		—		—		—		—

Accrual of preferred stock and dividend redemption		—		(2,265,375)	—		—		—		—		—		—

Preferred stock accretion		—		2,455,656	—		—		(2,455,656)		—		—		(2,455,656)

Net loss		—		—	—		—		—		(4,093,954)		—		(4,093,954)

Balance June 30, 2023	$	14,000	$	2,077,379	294,611	$	30	$	56,850,001	$	(32,019,904)	$	—	$	24,830,127


	Three Months Ended June 30, 2024
							Additional				Accumulated Other
	Preferred Stock			Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Total

Balance April 1, 2024	3,000	$	823,555	1,085,137	$	109	$	56,088,576	$	(34,035,906)	$	202	$	22,052,981

Stock based compensation	—		—	—		—		3,420		—		—		3,420

Issuance of common stock for consulting fees	—		—	1,079		1		4,500		—		—		4,501

Preferred stock dividends	—		35,000	—		—		—		(35,000)		—		(35,000)

Reclassification of accrued dividends upon probable redemption of preferred stock	—		—	—		—		—		—		—		—

Deemed dividends on preferred stock	—		120,735	—		—		—		(120,735)		—		(120,735)

Deemed dividend - preferred stock extinguishment	—		—	—		—		—		—		—		—

Preferred stock redemptions and conversions	(1,000)		(620,300)	168,093		17		620,283		—		—		620,300

Accrual of preferred stock and dividend redemption	(2,000)		(2,814,646)	—		—		—		—		—		—

Preferred stock accretion	—		2,455,656	—		—		(2,455,656)		—		—		(2,455,656)

Comprehensive income	—		—	—		—		—		—		100		100

Net loss	—		—	—		—		—		(1,273,309)		—		(1,273,309)

Balance Jule 30, 2024	—	$	—	1,254,309	$	127	$	54,261,123	$	(35,464,950)	$	302	$	18,796,602

Table of Contents


	Six Ended June 30, 2023
								Additional				Accumulated Other
	Preferred Stock				Common Stock			Paid-In		Accumulated		Comprehensive
	Shares		Amount		Shares	Amount		Capital		Deficit		Income		Total

Balance January 1, 2023		15,000	$	2,721,723	290,681	$	29	$	52,524,461	$	(19,831,517)	$	—	$	32,692,973

Stock based compensation		—		—	—		—		979,197		—		—		979,197

Issuance of common stock for consulting fees		—		—	3,930		1		108,999		—		—		109,000

Accrued preferred stock dividends		—		—	—		—		—		(689,649)		—		(689,649)

Preferred stock dividends paid		—		(689,649)	—		—		—		—		—		—

Reclassification of accrued dividends upon probable redemption of preferred stock		—		165,375	—		—		—		—		—		—

Deemed dividend - preferred stock extinguishment		—		689,649	—		—		5,693,000		(5,693,000)		—		—

Preferred stock redemptions and conversions		(1,000)		(1,000,000)	—		—		—		—		—		—

Accrual of preferred stock and dividend redemption		—		(2,265,375)	—		—		—		—		—		—

Preferred stock accretion		—		2,455,656	—		—		(2,455,656)		—		—		(2,455,656)

Synaptogenix, Inc. [SNPX] Filings
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10-Q	[2023-11-14]
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10-Q	[2023-05-15]
10-K	[2023-03-21]
10-Q	[2022-11-10]
10-Q	[2022-08-05]
10-Q	[2022-05-13]
10-K	[2022-03-29]
10-Q	[2021-11-12]
10-Q	[2021-08-13]
S-1	[2021-06-24]
10-Q	[2021-05-14]
10-K	[2021-03-30]
S-1	[2021-02-08]
10-Q	[2020-12-23]
S-1	[2020-10-09]