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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2026
Silo Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41512 |
|
27-3046338 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
677 N. Washington Boulevard
Sarasota, FL |
|
34236 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (718) 400-9031
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Rule 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
SILO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On July 9, 2026, Silo Pharma, Inc. (the
“Company”) entered into securities purchase agreements (the “Purchase
Agreements”) with certain institutional investors (“the “Purchasers”)
for the issuance and sale in a private placement (the “Private
Placement”) of (i) 124,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per
share (“Common Stock”) at a purchase price of $6.452 per Share; (ii)
pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an
aggregate of 495,965 shares of Common Stock (the “Pre-Funded Warrant
Shares”) at a purchase price of $6.4519 per Pre-Funded Warrant; (iii) Series A-3 warrants to purchase up to 619,965 shares of Common Stock (the “Series
A-3 Warrants,” and the shares issuable upon exercise thereof, the “Series
A-3 Warrant Shares”) and (iv) Series A-4 warrants to purchase up to 619,965 shares of Common Stock (the “Series
A-4 Warrants,” together with the Series A-3 Warrants, the “Warrants”)
and the shares issuable upon exercise thereof, the “Series A-4 Warrant
Shares,” together with the Series A-3 Warrant Shares, the “Warrant
Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are
collectively referred to herein as the “Securities.”
Each Warrant has an exercise price of $6.21 per
share. The Warrants are exercisable immediately upon issuance. The Series A-3 Warrants will expire five (5) years after the effective date of the Resale Registration Statement (as defined
below). The
Series A-4 Warrants will expire eighteen (18) months after the effective date of the Resale Registration Statement. A holder may not exercise any portion of the Warrants to the extent
the Purchaser would own more than 4.99% or 9.99% of the outstanding Common Stock immediately after exercise. A holder may increase or
decrease this percentage with respect to either the Series A-3 Common Warrants or the Series A-4 Common Warrants to a percentage not in
excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
The Pre-Funded Warrants are immediately exercisable
and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants
are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the Purchaser would own more than
9.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Pre-Funded
Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the
Company.
As compensation to H.C. Wainwright & Co.,
LLC as the exclusive placement agent in connection with the Private Placement (the “Placement Agent”), the Company
paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal
to 1.0% of the gross proceeds raised in the Private Placement and reimbursement of certain expenses and legal fees. The Company also issued
warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 7.5% of the aggregate
number of shares of Common Stock placed in the Offering, equating to 46,497 shares of Common Stock (the “Placement Agent Warrant
Shares”). The Placement Agent Warrants have substantially the same terms as the Series A-3 Warrants, except that the Placement
Agent Warrants have an exercise price equal to $8.065 per share.
The Engagement Letter and the Purchase Agreement
contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.
In connection with the Private Placement,
the Company entered into a registration rights agreement (the “Registration Rights
Agreement”), dated as of July 9, 2026, with the Purchasers, pursuant to which the Company agreed to prepare and file a
registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) registering the resale of Shares and the shares of Common Stock
underlying the Pre-Funded Warrants and the Warrants no later than 15 days after the date of the Registration Rights Agreement, and
to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no
later than 30 days following the date of the Registration Rights Agreement (or 60 days following the date of the Registration Rights
Agreement in the event of a “full review” by the Securities and Exchange Commission).
The Private Placement closed on July 10,
2026. The net proceeds to the Company from the Private Placement are expected to be approximately $3.5 million after deducting
placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net
proceeds received from the Private Placement for working capital and general corporate purposes.
The foregoing descriptions of terms and conditions
of the Purchase Agreement, the Pre-Funded Warrants, the Series A-3 Warrants, the Series A-4 Warrants, the Placement Agent Warrants, and
the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the
Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A-3 Warrant, the form the Series A-4 Warrant, the form
of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1, 4.2,
4.3, 4.4 and 10.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K in relation to (i) the Shares; (ii) the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants,
(iii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iv) the shares of the Company’s common stock
issuable upon exercise of the Warrants, and (v) the shares of Common Stock issuable upon exercise of the Placement Agent Warrants, is
incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, the Warrants, the Placement Agent Warrants
or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended
(the “Securities Act”) or any state securities laws. The issuance of the Shares, the Pre-Funded Warrants, the Warrants
and the Placement Agent Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on
the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company
intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
Item 8.01 Other Events.
On July 10, 2026, the Company issued a press release
announcing the pricing of the Private Placement. A copy of this press release is filed hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A-3 Common Warrant |
| 4.3 |
|
Form of Series A-4 Common Warrant |
| 4.4 |
|
Form of Placement Agent Warrant |
| 10.1* |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Pricing Press Release dated July 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SILO PHARMA, INC. |
| |
|
|
| Date: July 10, 2026 |
By: |
/s/ Eric Weisblum |
| |
|
Eric Weisblum |
| |
|
Chief Executive Officer |
Exhibit 99.1
Silo Pharma Announces up to $11.7 Million Private
Placement Priced At-The-Market Under Nasdaq Rules
$4 million upfront with up to approximately $7.7
million of potential additional gross proceeds upon the exercise in full of warrants in cash
SARASOTA, FLA., July 10, 2026 -- Silo
Pharma, Inc. (Nasdaq: SILO) (“Silo” or “the Company”), a diversified developmental-stage biopharmaceutical
company with a therapeutic focus on addressing underserved conditions, including stress-induced psychiatric disorders, chronic pain, and
central nervous system (CNS) diseases, today announced that it has entered into definitive agreements for the issuance and sale of 619,965
shares of its common stock (or pre-funded warrants in lieu thereof), Series A-3 warrants to purchase up to an aggregate of 619,965 shares
of common stock and short-term Series A-4 warrants to purchase up to an aggregate of 619,965 shares of common stock, at a purchase price
of $6.452 per share (or pre-funded warrant in lieu thereof) and associated warrants in a private placement priced at-the-market under
Nasdaq rules. The warrants will have an exercise price of $6.21 per share and will be exercisable immediately upon issuance. The Series
A-3 warrants will expire five years after the effective date of the Resale Registration Statement (as defined below) and the short-term
Series A-4 warrants will expire eighteen months after the effective date of the Resale Registration Statement.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The aggregate gross proceeds to the Company from
the offering are expected to be approximately $4 million, before deducting placement agent fees and other offering expenses payable by
the Company. The potential additional gross proceeds to the Company from the warrants, if fully exercised on a cash basis, will be approximately $7.7
million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the
exercise of the warrants. The offering is expected to close on or about July 10, 2026, subject to the satisfaction of customary closing
conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated
thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the
Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration
with the SEC or an applicable exemption from such registration requirements. Pursuant to a registration rights agreement, the Company
has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in
the offering (the “Resale Registration Statement”).
This press release does
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction.
About Silo Pharma, Inc.
Silo Pharma is a diversified developmental-stage biopharmaceutical
company with a therapeutic focus on addressing underserved conditions, including stress-induced psychiatric disorders, chronic pain, and
central nervous system (CNS) diseases. The Company’s portfolio includes innovative programs such as SPC-15 for post-traumatic stress
disorder (PTSD), SP-26 for fibromyalgia and chronic pain, and a preclinical asset targeting Alzheimer’s disease. Silo’s research
is conducted in collaboration with leading universities and laboratories. silopharma.com
Forward Looking Statements
This news release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These statements are identified using words “could”, “believe”, “anticipate”, “intend”,
“estimate”, “expect”, “may”, “continue”, “predict”, “potential”,
and similar expressions that are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties,
and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such
statements, including statements about the completion of the offering, the satisfaction of customary closing conditions related to the
offering, the intended use of proceeds from the offering, the potential exercise of the warrants prior to their expiration and potential
proceeds therefrom, changes to anticipated sources of revenues, future economic and competitive conditions, difficulties in developing
the Company’s technology platforms, retaining and expanding the Company’s customer base, fluctuations in consumer spending
on the Company’s products and other factors. Accordingly, although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company disclaims
any obligations to publicly update or release any revisions to the forward-looking information contained in this press release, whether
as a result of new information, future events, or otherwise, after the date of this press release or to reflect the occurrence of unanticipated
events except as required by law.
Contact
(800) 705-0120
investors@silopharma.com
