Silo Pharma signs software deal with $1.51 warrant

The warrant becomes exercisable on April 1, 2027, and its underlying shares carry a transfer restriction with defined release conditions.

Rhea-AI Filing Summary

Silo Pharma, Inc. entered into an asset purchase agreement with Norsight Consulting Inc., under which Norsight agreed to sell and Silo agreed to purchase software, technology and related intellectual property, including trademarks, domain names, data and trade secrets. As consideration, Silo issued Norsight a warrant to purchase up to 300,000 common shares at $1.51 per share. The warrant includes a cashless exercise feature, is exercisable beginning April 1, 2027, and expires September 30, 2031.

Exercise is limited if it would leave Norsight owning more than 4.99% of Silo's outstanding common stock; Norsight may adjust the limit to no more than 9.99%, with at least 61 days' prior notice for an increase. Shares received under the agreement, including warrant shares, are subject to a lock-up from the agreement's effective date until the earlier of 12 months after that date, a Change in Control, or Silo's written consent. The warrant and underlying shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act.

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

Warrant shares: Up to 300,000 shares Exercise price: $1.51 per share Exercise begins: April 1, 2027 +5 more

8 metrics

Warrant shares Up to 300,000 shares Shares of Silo Pharma common stock purchasable under the warrant

Exercise price $1.51 per share Warrant exercise price

Exercise begins April 1, 2027 Warrant exercisability begins

Warrant expiration September 30, 2031 Warrant expiration date

Initial ownership limit 4.99% Maximum ownership after warrant exercise

Adjusted ownership limit No more than 9.99% Maximum permitted adjusted ownership limit

Notice for ownership-limit increase At least 61 days Prior notice to Silo Pharma

Lock-up period 12 months One possible end point, measured from the agreement's effective date

Key Terms

cashless exercise feature, Lock Up Period, Change in Control, Section 4(a)(2)

4 terms

cashless exercise feature technical

"The Warrant has an exercise price of $1.51 per share and includes a cashless exercise feature."

Lock Up Period technical

"ending on the earlier of (i) twelve (12) months after such date"

A lock up period is a set timeframe after a company’s stock becomes publicly tradable during which certain shareholders (often company insiders, early investors, or employees) are contractually barred from selling their shares. It matters to investors because the end of that period can release a large number of shares into the market, like unlocking a storage unit, which can increase supply and potentially push the stock price down or change trading dynamics.

Change in Control technical

"a Change in Control, as defined in the Agreement"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Section 4(a)(2) regulatory

"in reliance upon Section 4(a)(2) under the Securities Act"

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.

FAQ

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

How many SILO shares can Norsight buy under the warrant, and at what price?

The warrant issued to Norsight Consulting Inc. covers up to 300,000 shares of Silo Pharma common stock at an exercise price of $1.51 per share. It includes a cashless exercise feature.

What ownership limit and lock-up apply to the SILO warrant shares?

Norsight may not exercise the warrant if doing so would result in ownership of more than 4.99% of Silo's outstanding common stock. The limit may be increased to no more than 9.99% with at least 61 days' prior notice. Shares received under the agreement are locked up until the earlier of 12 months after the agreement's effective date, a Change in Control, or Silo's written consent.

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

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Available on EDGAR 10/02/2026 - 04:37 PM Accepted by SEC EDGAR 10/02/2026 - 04:37 PM Learn about SEC filing dates

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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): October 1, 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 October 1, 2026, Silo Pharma, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Norsight Consulting Inc., an Arkansas corporation (the “Seller”). Pursuant to the Agreement, the Seller agreed to sell, and the Company agreed to purchase, certain software, technology, and related intellectual property, including related trademarks, domain names, data, trade secrets and other intellectual property rights (the “Purchased Assets”).

In consideration for the Purchased Assets, the Company issued to the Seller a warrant (the “Warrant”) to purchase up to 300,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Warrant has an exercise price of $1.51 per share and includes a cashless exercise feature. The Warrant is exercisable beginning April 1, 2027 and will expire on September 30, 2031. The Seller may not exercise any portion of the Warrant to the extent the Seller would own more than 4.99% of the outstanding Common Stock immediately after exercise. The Seller may increase or decrease this percentage, provided that it may not exceed 9.99% of the outstanding Common Stock, except that any such increase shall require at least 61 days’ prior notice to the Company. Each share of the Company’s Common Stock received by the Seller in connection with the Agreement, including the shares issuable upon exercise of the Warrant, is subject to a lock-up period beginning on the effective date of the Agreement and ending on the earlier of (i) twelve (12) months after such date, (ii) a Change in Control, as defined in the Agreement, or (iii) written consent of the Company (the “Lock Up Period”). During the Lock Up Period, the Seller may not, without the Company’s prior written consent, directly or indirectly, offer, sell, contract to sell, hedge, pledge, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any such shares, or enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such shares.

The Agreement contains certain representations, warranties and covenants of the parties that are customary for agreements of its type. In addition, the Seller agreed to indemnify the Company for any misrepresentation or breach under the Agreement, infringement of any third-party right by any portion of the Purchased Assets and any acts of gross negligence, fraud or intentional misconduct by the Seller.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Agreement and the Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

The offer and sale to the Seller of the Warrant and the shares of Common Stock issuable upon exercise thereof, was made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Common Stock Purchase Warrant issued to Norsight Consulting Inc., dated October 1, 2026.
10.1*		Asset Purchase Agreement, dated October 1, 2026, between the Company and Norsight Consulting Inc.
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.

1

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 2, 2026	By:	/s/ Eric Weisblum
		Eric Weisblum
		Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 ASSET PURCHASE AGREEMENT, DATED OCTOBER 1, 2026, BETWEEN THE COMPANY AND NORSIGH 36.6 KB

Other Documents

• EX-4.1 COMMON STOCK PURCHASE WARRANT ISSUED TO NORSIGHT CONSULTING INC., DATED OCTOBER 84.9 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