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.