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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):
September 29, 2025
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 September 29, 2025, Silo
Pharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to sell to such investors 2,857,143 shares (the “Shares”) of
common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a purchase price of $0.875 per Share (the
“Offering”). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-276658),
which was declared effective by the Securities and Exchange Commission on January 30, 2024.
Concurrently with the sale
of the Shares pursuant to the Purchase Agreement in a private placement, for each Share purchased by the investors, such investors received
from the Company an unregistered warrant (the “Warrants”) to purchase one share of Common Stock (the “Warrant Shares”).
The Warrants have an exercise price of $0.75 per share, are exercisable immediately upon issuance and will expire five years from the effective date of a registration
statement registering for resale the underlying Warrant Shares.
The closing of the sales of
these securities under the Purchase Agreement took place on October 1, 2025.
The gross proceeds from the
Offering were approximately $2.5 million, prior to deducting placement agent’s fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes.
The Warrants and the Warrant
Shares were sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities
Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The representations, warranties
and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition,
such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement
and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding
the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On March 5, 2025, the
Company entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement
Agent”) as amended on each of April 8, 2025, May 6, 2025 and September 29, 2025, pursuant to which the Placement Agent agreed
to act as placement agent on a reasonable “best efforts” basis in connection with the Offering. The Company agreed to
pay the Placement Agent an aggregate cash fee equal to 7.5% of the gross proceeds from the sale of securities in the Offering and a
management fee equal to 1.0% of the gross proceeds raised in the Offering. The Company also agreed to issue
the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase up to 7.5% of the
aggregate number of Shares sold in the Offering, or warrants to purchase up to 214,285 shares of Common Stock, at an exercise price
equal to 125% of the offering price per Share, or $1.0938 per share. The Placement Agent Warrants are exercisable immediately upon
issuance for a period of five years following the commencement of the sales pursuant to the Offering. In addition, the Company
agreed to reimburse the Placement Agent $25,000 for non-accountable expenses, $50,000 for legal expenses and other out-of-pocket
expenses and $15,950 for clearing fees.
Pursuant to the terms of
the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the Purchase
Agreement until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as
defined in the Purchase Agreement). In addition, until one (1) year after the Closing Date, the Company is prohibited from
entering into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions.
The
Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing
for the resale of the Warrant Shares (the “Resale Registration Statement”) within 15 calendar days of the date of the Purchase
Agreement (the “Filing Date”), and to use commercially reasonable efforts to cause the Resale Registration Statement to be
declared effective by the SEC within 75 calendar days following the date of the Filing Date and to keep the Resale Registration Statement
effective at all times until the Holders no longer own any Warrants or Warrant Shares.
The foregoing descriptions
of the Warrant, the Placement Agent Warrant and Purchase Agreement are not complete and are qualified in their entirety by reference to
the full text of the form of Warrant, form of Placement Agent Warrant, and form of Purchase Agreement, copies of which are filed
as Exhibits 4.1, 4.2, and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The legal opinion and consent
of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Offering is filed herewith as
Exhibit 5.1.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure
under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The Warrants and the Placement
Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities
Act, or the securities laws of any state, and are being offered and sold in reliance
on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Item 8.01 Other Events.
On September 30, 2025, the
Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to
this Form 8-K.
On October 1, 2025, the Company
issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1* |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press release of Silo Pharma, Inc. dated September 30, 2025 |
| 99.2 |
|
Press release of Silo Pharma, Inc. dated October 1, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
The schedules (and similar attachments) to this exhibit have been
omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental
copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request |
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: October 1, 2025 |
By: |
/s/ Eric Weisblum |
| |
|
Eric Weisblum |
| |
|
Chief Executive Officer |
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