UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2021

Synaptogenix, Inc.

(Exact name of registrant as specified in its charter)

1185 Avenue of the Americas, 3^rd Floor
New York, New York 10036
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (973) 242-0005

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan

On April 7, 2021, Synaptogenix, Inc. (“we,” “us” and “our”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, our stockholders approved an amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was amended to increase the total number of shares of our common stock, par value $0.0001 per share (the “Common Stock”), authorized for issuance thereunder from 1,000,000 shares of Common Stock to an aggregate of 2,500,000 shares of Common Stock.

A detailed summary of the amendment to the Plan is set forth in our Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 12, 2021 (the “Proxy Statement”) under the caption “Proposal No. 2 – Approval of an Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan.” The foregoing description of the amendment to the Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the amendment to the Plan, which is filed hereto as Exhibit 10.1 and incorporated by reference herein.

At the Special Meeting, the holders of 9,931,549 shares of our Common Stock, or approximately 70.78% of our outstanding shares of Common Stock, were present at the Special Meeting or represented by proxy and, therefore, a quorum was present. At the Special Meeting, our stockholders considered three proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1 – Board Authorization to Effect a Reverse Stock Split

Our stockholders voted to authorize our board of directors (the “Board”) to effect one reverse stock split of our outstanding shares of Common Stock, at any ratio between 1-for-1.5 and 1-for-20, at such time as our Board shall determine, in its sole discretion, before December 31, 2022.

Proposal 2 – Approval of Amendment to the Synaptogenix, Inc. 2020 Equity Incentive Plan

Our stockholders voted to approve an amendment to our Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from 1,000,000 shares of Common Stock to an aggregate of 2,500,000 shares of Common Stock by the following votes:

Proposal 3 – Approval of an Adjournment of the Special Meeting, if Necessary, to Solicit Additional Proxies

Our stockholders voted to approve an adjournment of the Special Meeting, in the event that there were insufficient votes to approve Proposal No. 1 or Proposal No. 2, to allow the Board to solicit additional proxies in favor of Proposal No. 1 or Proposal No. 2 by the following votes:

(d) Exhibits.

The following exhibits are filed as part of this report:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.