NEW
YORK, Sept. 11, 2024 /PRNewswire/ --
Synaptogenix, Inc. (Nasdaq: SNPX) ("Synaptogenix" or the
"Company"), an emerging biopharmaceutical company developing
therapeutics for neurodegenerative disorders, today announced today
announced that it has entered into securities purchase agreements
for a $5.0 million financing with
existing investors involving the sale of 5,000 shares of its newly
issued Series C convertible preferred stock ("preferred stock"),
with a stated value of $1,000 per
share, convertible into shares of its common stock in a registered
public offering (the "Registered Offering") and a concurrent
private placement (the "Private Placement" and collectively with
the Registered Offering, the "Offering") of additional shares of
Preferred Stock and unregistered common stock purchase warrants.
The Offering is expected to close on or about September 12, 2024, subject to the satisfaction
of customary closing conditions.
"We are pleased to benefit from the support of our committed
long-term investors in this financing," said Dr. Alan Tuchman,
Chief Executive Officer of Synaptogenix. "This capital enhances our
ability to be both strategic and opportunistic as we explore
potential acquisitions or fund research on innovative assets, all
with the goal of driving growth and maximizing value for our
shareholders."
The shares of Series C preferred stock have an initial
conversion price of $4.00 per share
and accrue a 5.0% quarterly dividend payable in cash. The warrants
have an initial exercise price of $4.00 per common share,
are exercisable immediately and are exercisable for a term of five
years from the date of issuance.
The securities in the Registered Offering were offered pursuant
to an effective shelf registration statement on Form S-3 (File No.
333-264325), which was declared effective by the Securities and
Exchange Commission (the "SEC") on April
27, 2022. The offering of such securities is being
made only by means of a prospectus supplement that forms a part of
the registration statement. A final prospectus supplement
describing the terms of the Registered Offering will be filed with
the SEC and will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained, when available, from GP Nurmenkari, Inc., Attn:
Compliance Department, 22 Elizabeth St, Suite 1J, Sono Square,
Norwalk, CT 06854, or by telephone
at 212-447-5550 or by email at
GPNComplaince@gpnurmenkari.com.
The securities in the Private Placement were offered and sold in
transactions exempt from the registration requirements of the
Securities Act of 1933, as amended (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 and
Rule 506 of Regulation D of the Securities Act and in reliance on
similar exemptions under applicable state laws. Accordingly, the
shares of common stock issuable upon conversion or exercise of the
preferred stock and warrants offered and sold in the Private
Placement may not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. The Company has agreed to file a
registration statement with the SEC registering the resale of the
shares of common stock issuable upon conversion of the preferred
stock and exercise of the warrants issued in connection with the
Private Placement.
This press release is not an offer to sell, or a solicitation of
an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Synaptogenix
Synaptogenix is a clinical-stage biopharmaceutical company that
has historically worked to develop novel therapies for
neurodegenerative diseases. Synaptogenix has conducted clinical and
preclinical studies of its lead therapeutic candidate,
Bryostatin-1, in Alzheimer's disease. Preclinical studies have also
demonstrated bryostatin's regenerative mechanisms of action for the
rare disease Fragile X syndrome, and for other neurodegenerative
disorders such as multiple sclerosis, stroke, and traumatic brain
injury. The U.S. Food and Drug Administration has granted Orphan
Drug Designation to Synaptogenix for Bryostatin-1 as a treatment
for Fragile X syndrome. Bryostatin-1 has already undergone testing
in more than 1,500 people in cancer studies, thus creating a large
safety data base that will further inform clinical trial designs.
Additional information about Synaptogenix, Inc. may be found on its
website: www.synaptogen.com
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. Such forward-looking statements are subject to risks
and uncertainties and other influences, many of which the Company
has no control over. These statements include, without limitation,
the Company's ability to satisfy closing conditions with respect to
the Offering, the completion of the Offering, and the anticipated
use of proceeds with respect to the Offering. There can be no
assurance that the clinical program for Bryostatin-1 will be
successful in demonstrating safety and/or efficacy, that the
Company will not encounter problems or delays in clinical
development, or that Bryostatin-1 will ever receive regulatory
approval or be successfully commercialized. Actual results and the
timing of certain events and circumstances may differ materially
from those described by the forward-looking statements as a result
of these risks and uncertainties. Additional factors that may
influence or cause actual results to differ materially from
expected or desired results may include, without limitation, the
Company's inability to obtain adequate financing, the significant
length of time associated with drug development and related
insufficient cash flows and resulting illiquidity, the
Company's patent portfolio, the Company's inability to expand its
business, significant government regulation of pharmaceuticals and
the healthcare industry, lack of product diversification,
availability of the Company's raw materials, existing or increased
competition, stock volatility and illiquidity, and the Company's
failure to implement its business plans or strategies. These and
other factors are identified and described in more detail in the
Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year
ended December 31, 2023, filed by the
Company on April 1, 2024, as may be
supplemented or amended by the Company's Quarterly Reports on Form
10-Q. The Company does not undertake to update these
forward-looking statements.
Contact
800-811-5591
ir@synaptogen.com
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SOURCE Synaptogenix, Inc.
