Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On November 21, 2022, Synaptogenix, Inc. (the “Company”)
filed a Certificate of Designations of Series B Convertible Preferred Stock of Synaptogenix, Inc. with the Secretary of State of the State
of Delaware (the “Certificate of Designations”), thereby creating a new series of preferred stock of the Company designated
as “Series B Convertible Preferred Stock” (the “Preferred Shares”). The Certificate of Designations became effective
with the Secretary of State of the State of Delaware upon filing.
The Preferred Shares will be convertible into
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and such shares issuable upon
conversion of the Preferred Shares, the “Conversion Shares”), at the election of the holder at any time at an initial conversion
price of $7.75 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock
splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities
convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).
The Company will be required to redeem the Preferred Shares in 15 equal monthly installments, commencing on April 1, 2023. The amortization
payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares
of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 15% discount to the average
of the three lowest closing prices of the Company’s common stock during the thirty trading day period immediately prior to the date
the amortization payment is due or (B) $1.55; provided that if the amount set forth in clause B is the lowest effective price, the Company
will be required to pay the amortization payment in cash. The Company may require holders to convert their Preferred Shares into Conversion
Shares if the closing price of the Common Stock exceeds $11.625 per share for 20 consecutive trading days and the daily trading volume
of the Common Stock exceeds 100,000 shares per day during the same period and certain equity conditions described in the Certificate of
Designations are satisfied.
The holders of the Preferred Shares will be
entitled to dividends of 7% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s
option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering
Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion
or redemption, the holders of the Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of Preferred
Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the
Preferred Shares.
Notwithstanding the foregoing, the Company’s
ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain
limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time,
if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares
of Common Stock in accordance with Nasdaq listing standards. The Company has agreed to seek stockholder approval of these matters at a
meeting to be held no later than March 1, 2023. Further, the Certificate of Designations contains a certain beneficial ownership limitation
after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend
make-whole payment under, the Certificate of Designations.
The Certificate of Designations includes certain
Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an
effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement
entered into between the Company and the purchasers of the Preferred Shares and the Company’s failure to pay any amounts due to
the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require
the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations.
The Company will be subject to certain affirmative
and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the
repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations),
distributions or redemptions, and the transfer of assets, among other matters.
The foregoing description of the Certificate
of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.