Amendments to Bylaws Form 8 K

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

On September 12, 2024, Synaptogenix, Inc. (the "Company") filed a Certificate of Designations of Series C 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 C 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 $4.00 (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 equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Certificate of Designations).

The holders of the Preferred Shares will be entitled to dividends of 5% per annum, compounded quarterly, which will be payable in cash. 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. The holders of Preferred Shares are entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Preferred Share equal to the stated value of such Preferred Share divided by $3.52, which is the "Minimum Price" (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) immediately prior to the date of the securities purchase agreement pursuant to which the Preferred Shares were sold.

Following the first anniversary of the initial issuance of the Preferred Shares through the date that is ten calendar days thereafter, holders of Preferred Shares may require the Company to redeem all or any portion of their Preferred Shares in cash, pursuant to the terms set forth in the Certificate of Designations.

Notwithstanding the foregoing, the Company's ability to settle conversions 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 19.99% 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 December 31, 2024. 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 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.