Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2022, Synaptogenix, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”),
pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series
B convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 1,935,485 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $7.75 per share (the “Preferred
Shares”), and (ii) warrants to acquire up to an aggregate of 1,935,485 shares of Common Stock (the “Warrants”) (collectively,
the “Private Placement”).
The Private Placement is exempt from the registration
requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D of the Securities Act
and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an
accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and
not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Shares and Warrants
are being offered without any general solicitation by the Company or its representatives.
The closing of the Private Placement is expected
to occur on November 21, 2022, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Private
Placement are expected to be $15 million. The Company expects to use the net proceeds from the Private Placement for general corporate
purposes.
The Purchase Agreement contains certain representations
and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained
in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations
agreed upon by the contracting parties.
In connection with the Private Placement, pursuant
to an Engagement Letter, between the Company and Katalyst Securities LLC (the “Placement Agent”), the Company has agreed to
pay the Placement Agent (i) a cash fee equal to 7% of the gross proceeds from any sale of securities in the Private Placement and
(ii) warrants to purchase shares of Common Stock equal to 3% of the number of shares of common stock that the Preferred Shares are
initially convertible into, with an exercise price of $7.75 per share and a five-year term.
Preferred Shares
The terms of the Preferred Shares are as set
forth in the form of Certificate of Designations, attached as Exhibit 4.1 to this Current Report on Form 8-K (the “Certificate of
Designations”), which will be filed with the Secretary of State for the State of Delaware prior to the closing of the Private Placement.
The Preferred Shares will be convertible into Common Stock (the “Conversion Shares”) at the election of the holder at any
time at an initial conversion price of $7.75 (the “Conversion Price”). The Conversion Price is subject to customary adjustments
for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances
of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion
Price (subject to certain exceptions). The Company will be required to redeem the Preferred Shares in 15 equal monthly installments, commencing
on April 1, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject
to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater
of (A) a 15% discount to the average of the three lowest closing prices of the Company’s common stock during the thirty trading
day period immediately prior to the date the amortization payment is due or (B) $1.55; provided that if the amount set forth in clause
B is the lowest effective price, the Company will be required to pay the amortization payment in cash. The Company may require holders
to convert their Preferred Shares into Conversion Shares if the closing price of the Common Stock exceeds $11.625 per share for 20 consecutive
trading days and the daily trading volume of the Common Stock exceeds 100,000 shares per day during the same period and certain equity
conditions described in the Certificate of Designation are satisfied.
The holders of the Preferred Shares will be
entitled to dividends of 7% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s
option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering
Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion
or redemption, the holders of the Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of Preferred
Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the
Preferred Shares.
Notwithstanding the foregoing, the Company’s
ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain
limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time,
if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares
of Common Stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company has agreed to
seek stockholder approval of these matters at a meeting to be held no later than March 1, 2023. Further, the Certificate of Designations
contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion
of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants.
The Certificate of Designations includes certain
Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an
effective registration statement covering the sale of the holder’s securities registrable pursuant to the Registration Rights Agreement
(defined below) and the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection
with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s
Preferred Shares at a premium set forth in the Certificate of Designations.
The Company will be subject to certain affirmative
and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the
repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations),
distributions or redemptions, and the transfer of assets, among other matters.
There is no established public trading market
for the Preferred Shares and the Company does not intend to list the Preferred Shares on any national securities exchange or nationally
recognized trading system.
Warrants
The Warrants are exercisable for shares of
Common Stock (the “Warrant Shares”) immediately at an exercise price of $7.75 per share (the “Exercise Price”)
and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits,
reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances
of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise
Price (subject to certain exceptions). There is no established public trading market for the Warrants and the Company does not intend
to list the Warrants on any national securities exchange or nationally recognized trading system.
Registration Rights
The Preferred Shares, the Conversion Shares,
the Warrants and the Warrant Shares have not been registered under the Securities Act. In connection with the Purchase Agreement, on November
17, 2022, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”),
pursuant to which the Company will be required to file a resale registration statement (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) to register for resale 200% of the Conversion Shares and the Warrant Shares
promptly following the Closing Date, but in no event later than 30 calendar days after the effective date of the Registration Rights Agreement,
and to have such Registration Statement declared effective by the Effectiveness Date (as defined in the Registration Rights Agreement).
The Company will be obligated to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement
when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain
the effectiveness of the Registration Statement pursuant to the terms of the Registration Rights Agreement.
The foregoing descriptions of the Purchase
Agreement, the Warrants, the Certificate of Designations, the Registration Rights Agreement and the Placement Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, Warrant, Certificate of Designations
and Registration Rights Agreement, forms of which are filed as Exhibits 10.1, 4.1, 3.1, 10.2 and 10.3, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.