Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan

On April 7, 2021, Synaptogenix, Inc. ("we," "us" and "our") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, our stockholders approved an amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (the "Plan"). The Plan was amended to increase the total number of shares of our common stock, par value $0.0001 per share (the "Common Stock"), authorized for issuance thereunder from 1,000,000 shares of Common Stock to an aggregate of 2,500,000 shares of Common Stock.

A detailed summary of the amendment to the Plan is set forth in our Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 12, 2021 (the "Proxy Statement") under the caption "Proposal No. 2 - Approval of an Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan." The foregoing description of the amendment to the Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the amendment to the Plan, which is filed hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the holders of 9,931,549 shares of our Common Stock, or approximately 70.78% of our outstanding shares of Common Stock, were present at the Special Meeting or represented by proxy and, therefore, a quorum was present. At the Special Meeting, our stockholders considered three 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 - Board Authorization to Effect a Reverse Stock Split

Our stockholders voted to authorize our board of directors (the "Board") to effect one reverse stock split of our outstanding shares of Common Stock, at any ratio between 1-for-1.5 and 1-for-20, at such time as our Board shall determine, in its sole discretion, before December 31, 2022.





Shares Voted For   Shares Voted Against   Abstentions
   9,038,788             886,496             6,264

Proposal 2 - 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 1,000,000 shares of Common Stock to an aggregate of 2,500,000 shares of Common Stock by the following votes:





Shares Voted For   Shares Voted Against   Abstentions
   7,678,240             314,493            42,674

Proposal 3 - Approval of an Adjournment of the Special Meeting, if Necessary, to Solicit Additional Proxies

Our stockholders voted to approve an adjournment of the Special Meeting, in the event that there were insufficient votes to approve Proposal No. 1 or Proposal No. 2, to allow the Board to solicit additional proxies in favor of Proposal No. 1 or Proposal No. 2 by the following votes:

Shares Voted For Shares Voted Against Abstentions


   9,075,806             818,051            37,691

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

The following exhibits are filed as part of this report:





Exhibit
Number     Description
  10.1       Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan.

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