Synaptogenix : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on November 21, 2022, Synaptogenix, Inc. (the "Company") filed a Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc. (the "Certificate of Designations") with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), thereby creating a new series of preferred stock of the Company designated as "Series B Convertible Preferred Stock" (the "Preferred Shares"). Also as previously disclosed, the Company filed Certificates of Amendment to the Certificate of Designations with the Delaware Secretary of State on each of March 17, 2023 and May 12, 2023.

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 common stock, subject to certain limitations as set forth in the Amendment. The Amendment provides the Company with additional flexibility to induce the Investors to permit the Company to use shares of common stock instead of cash for amortization payments even when an Equity Conditions Failure is in effect. Accordingly, the Amendment will support the Company's efforts to conserve cash.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.