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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):
February 20, 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 3.02 Unregistered Sales of Equity Securities.
On February 20, 2026, Silo Pharma, Inc. (the “Company”)
entered into an addendum to Service Agreement with its investor relations consultant pursuant to which is agreed to pay such consultant
a commitment fee of $250,000 (the “Commitment Fee”) in consideration of entering into the addendum and restarting the service
agreement. The consultant elected to receive the Commitment Fee in shares of the Company’s common stock, par value $0.0001 per share
(“Common Stock”) resulting in 848,320 shares of Common Stock payable to the consultant in respect of the Commitment Fee based
on a $0.2947 share price being the Nasdaq Minimum Price on the date the addendum was signed (the “Commitment Fee Shares”).
No proceeds are being received by the Company in respect of this issuance. The Commitment Fee Shares are being issued pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On February 23, 2026,
the Company issued a press release announcing that the Company’s Board of Directors approved a stock repurchase program authorizing
the purchase of up to $1 million of the Company’s common stock. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of Silo Pharma, Inc. dated February 23, 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: February 23, 2026 |
By: |
/s/ Eric Weisblum |
| |
|
Eric Weisblum |
| |
|
Chief Executive Officer |
Exhibit 99.1
Silo Pharma Announces
Share Buyback Program
Sarasota, FL, February
23, 2026— Silo Pharma, Inc. (Nasdaq: SILO) (“the Company”),
a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research, today announced
that its board of directors has authorized a share repurchase program to acquire up to $1million of the Company’s common stock.
The Company may purchase common stock on the open market, through privately negotiated transactions, or otherwise, in compliance with
the rules of the United States Securities and Exchange Commission and other applicable legal requirements. The Company had 13,318,273
shares of common stock outstanding as of November 13, 2025, as reported in its Quarterly Report for the period ended September 30, 2025.
“We believe that
the current capital market conditions should allow us to capture additional value for all shareholders through this measured buyback program.
Our Board of Directors and executive management team remain committed to delivering value to our
shareholders,” said Eric Weisblum, Chief Executive Officer.
The timing, number of
shares repurchased, and prices paid for the stock under this program will depend on market conditions and corporate and regulatory limitations,
including blackout period restrictions. The repurchase program does not obligate the Company to acquire any specific number of shares,
and it may be suspended or discontinued at the Company’s discretion.
About Silo Pharma, Inc.
Silo Pharma is a diversified developmental-stage biopharmaceutical
and cryptocurrency treasury company. Its therapeutic focus is 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 PTSD, SP-26 for fibromyalgia and chronic pain, and preclinical assets targeting Alzheimer’s disease and multiple sclerosis.
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 intended use of proceeds from the offering, 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
