TAO Synergies Inc.

TAO Synergies Inc. (formerly Synaptogenix, Inc.) operates at the intersection of two distinct industries: biopharmaceuticals and digital assets. The company was exclusively a biopharmaceutical company with product candidates in pre-clinical and clinical development, principally focused on developing a product platform based upon a drug candidate called Bryostatin-1 for the treatment of Alzheimer's disease, and was also evaluating Bryostatin-1 for other neurodegenerative or cognitive diseases and dysfunctions such as Fragile X syndrome and Multiple Sclerosis. In June 2025, the company launched a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. The Bittensor network is a public Layer 1 blockchain, called Subtensor, built with the Substrate framework and organized into independent subnets where miners produce digital commodities and validators evaluate them, with an algorithm named Yuma Consensus aggregating validators' rankings of miners to compute emissions. TAO has a hard cap of 21,000,000 tokens, and as of March 26, 2026, TAO's circulating supply was approximately 10.8 million tokens with a market capitalization of approximately $3.62 billion, according to publicly available sources.

The company believes it is the only company currently pursuing PKC ε activation (with consequent prevention of neuronal death and induction of synaptic network growth) as a mechanism to treat AD and neurodegenerative disease, and believes it has no direct competitors working in this same field at the present time. The company competes with many companies, research institutes, hospitals, governments and universities that are working to develop products and processes to treat AD, many of which have substantially greater financial, technical, manufacturing, marketing, distribution and other resources. In the digital asset space, TAO's success hinges on Bittensor's ability to compete effectively in the decentralized AI ecosystem, with direct competitors including SingularityNET (AGIX), Fetch.ai (FET), Ocean Protocol, and others. The company's competitive advantages are not explicitly quantified in the filing, but the company's strategic shift to a cryptocurrency treasury strategy and its focus on a novel mechanism for AD treatment represent its primary differentiators.

The company generates revenue through two distinct business models. For its biopharmaceutical operations, the company has not generated any revenues and does not expect its products to generate revenues for the near term, if ever, as its drug candidate Bryostatin-1 is still in the clinical testing stage and has not yet been fully developed. For its digital asset treasury strategy, the company generates revenue from staking TAO tokens, with revenues from TAO staking of $299,061 for the year ended December 31, 2025. The company seeks to allocate substantial portions of its excess cash to purchasing TAO, with the goal of obtaining an increased yield on excess cash by staking TAO for revenue generation and capital appreciation. The company identifies excess cash by first evaluating cash, cash equivalents, and short-term investments, then estimating the amount required to fund approximately 1.5 to 2.0 years of projected operating and working capital needs, and considers cash assets in excess of this estimated liquidity requirement as excess cash for purposes of its TAO accumulation strategy, seeking to allocate between 75 percent and 100 percent of this excess cash to the purchase of TAO.

The company's lead product candidate is Bryostatin-1, a natural product isolated from a marine invertebrate organism, a bryozoan called Bugula neritina, which is a PKC α and ε activator originally developed as a potential anticancer drug. Bryostatin-1 was previously evaluated in 63 clinical studies involving more than 1,400 patients at the NCI for the treatment of various forms of cancer. The company is also evaluating Bryostatin-1 for other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile X syndrome and Multiple Sclerosis, which have undergone pre-clinical testing. The company has a collaboration with Nemours A.I. DuPont Hospital to initiate a clinical trial in children with Fragile X syndrome, with the company estimating its total trial and IND cost to be approximately $2.0 million, and as of December 31, 2025, the company has incurred cumulative expenses associated with this agreement of approximately $100,000. The company also entered into an agreement with the Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in Multiple Sclerosis, with total estimated costs of approximately $2.0 million, and as of December 31, 2025, the company has paid or incurred costs with the Cleveland Clinic of approximately $528,000, though the agreement was terminated in December 2024 due to the slow pace of enrollment.

The company's digital asset strategy centers on TAO, the native cryptocurrency of Bittensor. The company stakes its TAO tokens through two staking providers - tao5 and Yuma - with all staking services provided through BitGo pursuant to the terms of a Custodial Services Agreement and the BitGo Staking & Delegation Services Terms. The company has also entered into a non-custodial Staking & Delegation Technology Services Agreement with Yuma Validator, LLC under which Yuma operates a validator for root subnet staking on the Bittensor network, and for 18 months following the effective date of that agreement, the company is required to delegate at least 90% of TAO subject to root subnet staking to a Yuma validator. On September 22, 2025, the company announced the launch of The TAO Daily, a comprehensive media, news, and insight platform dedicated to Bittensor (TAO) and the TAO ecosystem, along with a new podcast, The TAO Pod, hosted by James Altucher and Joseph Jacks. The company also entered into consulting agreements with James Altucher and Joseph Jacks, issuing warrants to purchase up to an aggregate of 1,200,000 shares of Common Stock to Mr. Altucher and warrants exercisable for 100,000 shares of common stock to Mr. Jacks.

In June 2025, the company adopted a differentiated cryptocurrency treasury strategy focused on TAO, shifting from its prior approach of holding excess cash primarily in FDIC-insured interest-bearing accounts. On June 25, 2025, the company changed its name from Synaptogenix, Inc. to TAO Synergies Inc., and on September 26, 2025, formed a subsidiary TAOX Florida Inc. for the purpose of facilitating its expansion into the cryptocurrency treasury strategy business. The company completed significant financings during the period, including a June 2025 Private Placement of Series D convertible preferred stock for gross proceeds and an October 2025 Private Placement of Series E convertible preferred stock. The company also settled $4,296,438 of the Series D Preferred Stock through conversions into 1,432,146 shares of Common Stock and settled $4,285,000 of the Series C Preferred Stock through $1,430,000 of cash redemptions and conversion of $2,855,000 into 951,667 shares of Common Stock. In December 2024, the board of directors formed an independent special committee to explore strategic opportunities to create and enhance value for investors.

For the fiscal year ended December 31, 2025, the company generated revenues from TAO staking of $299,061 ¹, compared to $0 ² in the prior year. Total operating expenses were $9,346,218 ³, compared to $6,810,732 ⁴ in fiscal 2024. The company reported a net loss of $28,737,448 ⁵ for fiscal 2025, compared to a net loss of $12,768,549 ⁶ in fiscal 2024. Net loss attributable to common stockholders was $29,075,807 ⁷ for fiscal 2025, compared to $13,558,458 ⁸ in fiscal 2024. Basic and diluted net loss per common share was $8.81 ⁹ for fiscal 2025, compared to $10.99 ¹⁰ in fiscal 2024. As of December 31, 2025, the company had working capital of $23,564,919 ¹¹ compared to $16,706,587 ¹² as of December 31, 2024.

Management's discussion focuses on the strategic shift to a cryptocurrency treasury strategy and the ongoing evaluation of its biopharmaceutical development programs, but The primary growth vector is the company's differentiated cryptocurrency treasury strategy focused on TAO, the native cryptocurrency of Bittensor. The company seeks to allocate substantial portions of its excess cash to purchasing TAO, with the goal of obtaining an increased yield on excess cash by staking TAO for revenue generation and capital appreciation. The company views its TAO holdings as long-term holdings and expects to continue accumulating TAO over time. As of September 10, 2025, approximately 88% of the company's treasury holdings were invested in TAO. The company's Board adopted a long-only TAO accumulation strategy and has delegated authority to the Executive Chairman to determine the timing, size, and method of TAO purchases with the objective of maximizing tokens per share. The company may also explore additional yield-enhancement strategies, including participation in Bittensor subnets, which would likely be undertaken with a third-party partner possessing substantial subnet expertise. The company is exploring the potential implementation of hedging strategies to manage risks associated with digital asset price volatility, though no hedging strategies have been implemented to date.

A second growth vector involves the company's biopharmaceutical operations, though the outlook is uncertain. The company is continuing to evaluate the data and determine next steps with the development of Bryostatin-1 for AD as well as for other potential indications. The company may pursue development of selected technology platforms with indications related to the treatment of various disorders, including neurodegenerative disorders such as AD, based on its currently licensed technology and/or technologies available from third party licensors or collaborators. The company has advanced the development of synthetic bryostatin by demonstrating the equivalence of the synthetic to the natural bryostatin product, with the estimated cost to initiate and produce sufficient quantities of the synthetic bryostatin drug product being approximately $1.5 million ¹³. The company is evaluating production alternatives at this time. The company also has a collaboration with Nemours to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X, though the FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics.

The company's margin and cost outlook is shaped by its transition to a cryptocurrency treasury strategy. Total operating expenses for the year ended December 31, 2025 were $9,346,218 ¹⁴ as compared to $6,810,732 ¹⁵ for the year ended December 31, 2024, an increase of approximately 73.1%. Research and development expenses decreased by approximately 79.8% to $322,225 ¹⁶ for fiscal 2025 from $1,598,722 ¹⁷ in fiscal 2024, as the Cleveland Clinic trial for AD was concluded by the end of 2024 and the MS clinical trial was discontinued. General and administrative expenses increased by approximately 73.1% to $9,023,993 ¹⁸ for fiscal 2025 from $5,212,010 ¹⁹ in fiscal 2024, reflecting non-cash expenses associated with warrants issued to cryptocurrency experts totaling 735,144 ²⁰, increased legal expenses, and higher stock-based compensation. The company recognized an unrealized loss on digital assets of $10,516,580 ²¹ for fiscal 2025, which significantly impacted overall results.

The company's operational outlook includes its staking program and custodial arrangements. All staking services are provided through BitGo pursuant to the terms of a Custodial Services Agreement with a six-month initial term with automatic six-month renewals unless terminated. The company has entered into a non-custodial Staking & Delegation Technology Services Agreement with Yuma Validator, LLC under which Yuma operates a validator for root subnet staking on the Bittensor network. For 18 months following the effective date of that agreement, the company is required to delegate at least 90% of TAO subject to root subnet staking to a Yuma validator. The company currently stakes TAO through two staking providers - tao5 and Yuma. The company's corporate headquarters lease on its existing New York office expires on June 30, 2026, with rent and other related expenses of approximately $6,300 per month ²². As of the date of the filing, the company has four full-time personnel, including three executive officers and one employee primarily engaged in administrative activities, and one part-time research and development and regulatory consultant.

The company's capital allocation strategy is centered on its TAO accumulation program. The company has not established a specific target amount of TAO that it seeks to hold, instead monitoring market conditions, liquidity needs, and financing opportunities in determining whether to make additional TAO purchases. The company's acquisition strategy may involve issuing debt or equity securities or undertaking other capital raising transactions, subject to market conditions, with the objective of using the proceeds to purchase additional TAO. The company's Board adopted a long-only TAO accumulation strategy. The company does not hedge its TAO exposure and has no diversification strategy into other crypto assets. The company has not monetized (i.e., sold) any TAO to date. The company's 2020 Equity Incentive Plan had 3,175,000 shares authorized for issuance as of December 31, 2025 ²³. The company does not expect to declare or pay any cash dividend for the foreseeable future.

The company faces significant headwinds and constraints related to its cryptocurrency treasury strategy. The company's financial results are heavily dependent on TAO, significantly increasing its exposure to crypto asset market volatility, valuation uncertainty, and concentrated credit risks. The company's TAO holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity to the same extent. The company may lack effective tools to hedge against TAO's price volatility, as no established derivatives market exists for TAO and broader crypto hedging instruments are generally limited to major tokens like Bitcoin. The company's TAO-focused activities depend on the design, security, and performance of the Bittensor network, a decentralized AI blockchain with a novel incentive and consensus design. The company does not control or have any ability to meaningfully influence the development, governance, or security of the Bittensor network. The regulatory environment applicable to public companies pursuing cryptocurrency treasury strategies remains uncertain and continues to evolve, and the company is subject to ongoing scrutiny by regulators and listing authorities.

Additional constraints include the company's reliance on third-party service providers for critical functions such as key management, staking delegation, software upgrades, and node uptime. The company relies on BitGo Prime LLC and BitGo Bank and Trust, N.A. for trading, custody, and settlement of TAO. The Custodian's liability for direct damages arising from theft, operational errors, unauthorized access, or similar incidents may be limited to the fees paid or payable during the 6 months immediately preceding the incident. The company's agreement with Yuma generally caps Yuma's aggregate liability at $5,000 ²⁴, and Yuma disclaims consequential damages. The company's ability to recover losses may be further limited by contractual liability caps, exclusive remedies, and arbitration provisions in its agreements with key providers. The company also faces risks related to the potential classification of TAO as a security under U.S. federal or state law, which could subject the company to extensive regulatory obligations and potentially require the company to register as an investment company under the Investment Company Act of 1940.

The company's financial results are heavily dependent on TAO, significantly increasing its exposure to crypto asset market volatility, valuation uncertainty, and concentrated credit risks. As of October 31, 2025, the company held digital intangible assets valued at approximately $29.0 million ²⁵, and as of September 10, 2025, approximately 88% of the company's treasury holdings were invested in TAO. The company's TAO holdings are less liquid than cash and cash equivalents, and during times of market instability, the company may not be able to sell its TAO at favorable prices or at all. The company may lack effective tools to hedge against TAO's price volatility, as no established derivatives market exists for TAO. The company's reliance on third-party service providers, including BitGo and Yuma, creates concentration risk, with the Yuma Agreement capping Yuma's aggregate liability at $5,000 ²⁶ and the Custodian's liability for direct damages limited to fees paid during the 6 months ²⁷ preceding an incident. The company's agreement with Yuma requires delegation of at least 90% of TAO subject to root subnet staking to Yuma for 18 months ²⁸, increasing concentration risk. The regulatory environment remains uncertain, and if TAO is determined to be a security, the company could be subject to extensive regulatory obligations under the Investment Company Act of 1940, potentially requiring registration as an investment company. The company's biopharmaceutical operations face the risk that Bryostatin-1 did not achieve statistical significance on the primary endpoint in its extended confirmatory Phase 2 study (Study #204), with an average increase in the SIB total score of 1.4 points and 0.6 points observed for the Bryostatin-1 and placebo groups, respectively, at week 28 ²⁹.

Management's message to shareholders emphasizes the strategic transformation of the company from a biopharmaceutical company to one pursuing a differentiated cryptocurrency treasury strategy focused on TAO. The tone is forward-looking and emphasizes value creation for shareholders through the new strategy. Management highlights that in December 2024, the board of directors formed an independent special committee to explore strategic opportunities to create and enhance value for investors, and as a result of the Special Committee's efforts, the company launched its differentiated cryptocurrency treasury strategy to stake TAO for revenue generation and capital appreciation, a strategy which underscores the company's mission to create value for shareholders. The key strategic priorities emphasized for the period ahead include: (1) executing the TAO accumulation and staking strategy to generate revenue and capital appreciation, (2) continuing to evaluate the data and determine next steps with the development of Bryostatin-1 for AD as well as for other potential indications, and (3) exploring additional yield-enhancement strategies, including participation in Bittensor subnets. Management states that the company expects that its current cash and cash equivalents and digital assets of approximately $27 million ³⁰ will be sufficient to support its projected operating requirements for at least the next 12 months from the date of the Annual Report on Form 10-K. Management also notes that the company will likely need to pursue additional equity or debt financings in order to accumulate enough capital to acquire its previously stated target amount of TAO.