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
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
Item 9.01 Financial Statements and 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
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