Synaptogenix amends Series B Preferred terms to allow stock-for-cash amortization by mutual agreement

TAO Synergies Inc.

Filed Certificate of Amendment on Sept. 22, 2023, modifying Series B Convertible Preferred Stock terms.
Company and holders may mutually agree to pay monthly amortization in cash or common stock during an Equity Conditions Failure.
Amendment also permits mutual agreement on true-up share calculation methodology and any premium for cash true-up payments.
Goal is to conserve cash by allowing stock payments instead of cash when equity conditions fail.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TAO Synergies Inc.: Amended terms of Series B Convertible Preferred Stock to allow mutual agreement on payment method and calculation adjustments during Equity Conditions Failure (effective 2023-09-22).

Change: charter amendment
Effective: 2023-09-22

Exact text from the filing

On September 22, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations (the “Amendment”) with the Delaware Secretary of State. The Amendment amended the terms of the Preferred Shares by providing that the Company and the holders of the Preferred Shares (the “Investors”) shall be permitted to mutually agree, in connection with any waiver of an Equity Conditions Failure (as defined in the Certificate of Designations), as to (i) whether the monthly amortization payments made to the Investors will be made in cash or shares of common stock, (ii) the methodology for calculating any applicable true-up shares required to be paid in connection with an amortization payment (including whether such true-up shares will be paid in cash or shares of common stock) and for calculating the conversion price in connection with any accelerated conversions, and (iii) whether any premium will apply in connection with any payment of true-up shares in cash instead of shares of c

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Source: SEC EDGAR

accession 0001104659-23-103184

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