Silo Pharma closes placement, expects about $815K net

Warrant exercises are subject to a 4.99% ownership cap, which holders may raise to no more than 9.99% with 61 days’ notice.

Available on EDGAR 11/06/2026 - 05:08 PM EST Accepted by SEC EDGAR 11/06/2026 - 05:08 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Silo Pharma, Inc. (SILO) entered a private placement with accredited investors for 136,005 common shares at $1.50 each and pre-funded warrants to purchase up to 430,661 shares, priced at $1.4999 per warrant. The placement closed November 6, 2026. Net proceeds are expected to be approximately $815,000 after placement-agent fees and expenses and estimated offering expenses; the company plans to use them for working capital and general corporate purposes.

The warrants are immediately exercisable at $0.0001 per share until fully exercised. A holder may not exercise if doing so would result in ownership above 4.99%; the limit may be changed to no more than 9.99%, with at least 61 days’ prior notice for an increase. Silo agreed to file a resale registration statement within 30 days of November 5, 2026, and use best efforts to have it effective promptly thereafter, no later than 60 days or 90 days if the SEC conducts a “full review.” The securities were issued in an unregistered private placement under Securities Act Section 4(a)(2) and Regulation D.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares sold: 136,005 shares Purchase price per common share: $1.50 per share Shares underlying pre-funded warrants: up to 430,661 shares +3 more

6 metrics

Common shares sold 136,005 shares Private placement

Purchase price per common share $1.50 per share Private placement

Shares underlying pre-funded warrants up to 430,661 shares Private placement

Purchase price per pre-funded warrant $1.4999 per warrant Private placement

Warrant exercise price $0.0001 per share Pre-funded warrants

Expected net proceeds approximately $815,000 After placement-agent fees and expenses and estimated offering expenses

Key Terms

pre-funded warrants, registration rights agreement, Section 4(a)(2), Regulation D

4 terms

pre-funded warrants financial

"pre-funded warrants to purchase up to an aggregate of 430,661 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

registration rights agreement financial

"entered into a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) regulatory

"exemptions from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares and pre-funded warrants did SILO sell?

Silo Pharma sold 136,005 common shares at $1.50 per share and pre-funded warrants to purchase up to 430,661 shares, priced at $1.4999 per warrant. The private placement closed November 6, 2026.

How much did SILO expect to receive from the private placement?

Silo Pharma expected approximately $815,000 in net proceeds after placement-agent fees and expenses and estimated offering expenses. The company intends to use the proceeds for working capital and general corporate purposes.

What are the exercise and ownership limits for SILO’s pre-funded warrants?

The pre-funded warrants are immediately exercisable at $0.0001 per share until fully exercised. A holder may not exercise if doing so would result in ownership above 4.99%; the holder may change the limit to no more than 9.99%, with at least 61 days’ prior notice for an increase.

When does SILO plan to register the private-placement shares for resale?

Silo Pharma agreed to file a resale registration statement within 30 days after November 5, 2026. It also agreed to use best efforts to have the statement effective promptly thereafter, no later than 60 days after that date, or 90 days if the SEC conducts a “full review.”

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 5, 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 November 5, 2026, Silo Pharma, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 136,005 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at a purchase price of $1.50 per Share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 430,661 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $1.4999 per Pre-Funded Warrant. The Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares are collectively referred to herein as the “Securities.”

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 4.99% 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.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of November 5, 2026, with the Purchasers, pursuant to which the Company agreed to prepare and file a 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 30 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 60 days following the date of the Registration Rights Agreement (or 90 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 November 6, 2026. The net proceeds to the Company from the Private Placement are expected to be approximately $815,000, 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 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, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1, 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 the Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares, is incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, or the Pre-Funded Warrant Shares, as applicable, were registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Share and the Pre-Funded Warrants, were and the Pre-Funded Warrant Shares issuable upon the exercise of the Pre-Funded Warrants 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.

1

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1*		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: November 6, 2026	By:	/s/ Eric Weisblum
		Eric Weisblum
		Chief Executive Officer

3

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 209.8 KB
• EX-10.2 FORM OF REGISTRATION RIGHTS AGREEMENT 133.4 KB

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANT 85.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB