Item 1.01 Entry into a Material Definitive Agreement.






Securities Purchase Agreement

On January 21, 2021, Synaptogenix, Inc. (the "Company") entered into Securities Purchase Agreements (the "Purchase Agreement") with certain accredited investors (the "Purchasers") to issue (a) an aggregate of 9,335,533 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (the "Pre-Funded Warrants"), (b) Series E warrants to purchase 9,335,533 shares of Common Stock, with an exercise price of $2.1275 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement (the "Series E Warrants") and (c) Series F warrants to purchase up to an aggregate of 9,335,533 shares of Common stock, with an exercise price of $1.725 per share (subject to adjustment), for a period of five years from the date of issuance (the "Series F Warrants" and together with the Series E Warrants, the "Warrants") at a combined purchase price of $1.50 per share of Common Stock and Warrants (the "Offering"). The Company expects to receive total gross proceeds of approximately $14,000,000 in Offering.

The Company intends to use the proceeds from the Offering to complete its current Phase 2 clinical trial for Alzheimer's disease ("AD"), possible additional future AD trials, the use of Bryostatin for other possible indications, and for general corporate purposes.





Registration Rights Agreement

In connection with the Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the "Registration Rights Agreement") on January 21, 2021. Under the terms of the Registration Rights Agreement, the Company agreed to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants sold to the Buyers pursuant to the Purchase Agreement. The Company is required to file a registration statement for the resale of such securities within 30 days following the closing date and to use its commercially reasonable efforts to cause each such registration statement to be declared effective no later than the earlier of (i) 120 days following the closing date (or 150 days following the closing date if the Securities and Exchange Commission causes a delay) and (ii) the fifth business day after the Company is notified that the registration statement will not be further reviewed. The Company may incur liquidated damages if it does not meet certain deadlines with respect to its registration obligations under the Registration Rights Agreement or if certain other events occur. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement.





Placement Agent Compensation

In connection with the Offering, pursuant to an Engagement Letter, dated January 21, 2021 (the "Engagement Letter"), between the Company and Katalyst Securities LLC ("Katalyst") and a Placement Agency Agreement, dated January 21, 2021 (the "Placement Agreement" and, together with the Engagement Letter, the "Placement Agent Agreements"), between the Company and GP Nurmenkari Inc. ("GPN" and, together with Katalyst, the "Placement Agents"), the Company has agreed to pay the Placement Agents (i) a cash fee equal to ten percent (10%) of the gross proceeds from any sale of securities in the Offering sold to Purchasers introduced by the Placement Agent and (ii) warrants to purchase shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock sold to Purchasers introduced by the Placement Agent, with an exercise price of $1.725 per share and a five-year term (the "Broker Warrants").

The securities under the Purchase Agreement were offered and sold and will be offered and sold, and the Broker Warrants were issued and will be issued, in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law.

The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Engagement Letter, the Placement Agency Agreement, the Series E Warrants, the Series F Warrants, the Pre-Funded Warrants and the Broker Warrants, are qualified in their entirety by reference to the full text of each of such documents, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference herein in its entirety.




Item 8.01 Other Events

On January 21, 2021, the Company issued a press release announcing the Offering. A copy of the press release is attached Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



  4.1        Form of Series E Warrant
  4.2        Form of Series F Warrant
  4.3        Form of Pre-Funded Warrant
  4.4        Form of Broker Warrant
  10.1       Securities Purchase Agreement, dated January 21, 2021, by and among
           Synaptogenix, Inc. and the Buyers signatory thereto
  10.2       Registration Rights Agreement, dated January 21, 2021, by and among
           Synaptogenix, Inc. and the Buyers signatory thereto
  10.3       Engagement Letter, dated January 20, 2021, by and between Synaptogenix,
           Inc. and Katalyst Securities LLC
  10.4       Placement Agency Agreement, dated January 21, 2021, by and between
           Synaptogenix, Inc., and GP Nurmenkari Inc.
  99.1       Press Release of Synaptogenix, Inc., dated January 21, 2021

© Edgar Online, source Glimpses