Form 8-K - Current report

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): June 28, 2023

Silo Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41512		27-3046338
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

560 Sylvan Ave, Suite 3160 Englewood Cliffs, NJ		07632
(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 8.01 – Other Events

On June 28, 2023, Silo Pharma, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Commercial Evaluation and License Agreement (“CELA”) entered into by and between the Company and the University of Maryland, Baltimore (“UMB”) dated February 26, 2021 pursuant to which the term of the CELA was extended until September 30, 2023. In addition, the Company may at its option extend the CELA until December 31, 2023, by providing written notice to UMB on or before August 31, 2023, and by paying an additional license fee of $2,500.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Fifth Amendment to Commercial Evaluation and License Agreement, dated June 28, 2023, by and between the Company and UMB.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 29, 2023	By:	/s/ Eric Weisblum
		Eric Weisblum
		Chief Executive Officer

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Exhibit 99.1

Fifth Amendment To

Commercial Evaluation and License Agreement

This Fifth Amendment to Commercial Evaluation and License Agreement (“Fifth Amendment”) is effective as of the date of the last signature on the signature page between the UNIVERSITY OF MARYLAND, BALTIMORE (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and SILO PHARMA, INC., a Florida corporation (“Company”).

BACKGROUND

University and Company entered into a Commercial Evaluation and License Agreement, effective as of February 26, 2021, as amended (“CELA”). (Any capitalized term that is not otherwise defined in this Fifth Amendment shall have the meaning set forth in the CELA.)

University has agreed to extend the term of the CELA. Therefore, the Parties agree to amend the CELA as set forth in this Fifth Amendment.

NOW THEREFORE, the Parties agree as follows:

A. Section 8 (Term) of the CELA is hereby deleted in its entirety, and replaced with the following:

8.1 Term.

8.1.1 This Agreement became effective on February 26, 2021, and shall expire on September 30, 2023 (unless sooner terminated in accordance with this Article 8).

8.1.2 Company may at its option extend this Agreement until December 31, 2023, by providing written notice to University on or before August 31, 2023, and by paying an additional license fee of $2,500.00. The license fee is non-refundable. If the parties enter into a Master License Agreement, the license fee shall be creditable against patent expenses payable under the Master License Agreement. However, if there is an uncured default or material breach of this Agreement by Company at the time University receives Company’s notice of extension, Company shall have no right to extend the Term unless it is cured to the reasonable satisfaction of University.

8.1.3 However, if Company timely exercises the Option, this Agreement will expire at the end of the Negotiation Period or upon execution of a Master License Agreement, whichever occurs first.

B. Except as specifically modified in this Amendment, all terms and conditions of the CELA shall remain in full force and effect.

C. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method. Any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, each party has caused this Fifth Amendment to be executed under seal by its duly authorized representative.

UNIVERSITY OF MARYLAND, BALTIMORE

By:	/s/ Philip J. Robilotto	(SEAL)
	Philip J. Robilotto
	Associate Vice President, OTT

Date:	6/28/2023

SILO PHARMA, INC.

By:	/s/ Eric Weisblum	(SEAL)
	Eric Weisblum
	Chief Executive Officer

Date:	6/28/2023

Cover	Jun. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2023
Entity File Number	001-41512
Entity Registrant Name	Silo Pharma, Inc.
Entity Central Index Key	0001514183
Entity Tax Identification Number	27-3046338
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	560 Sylvan Ave
Entity Address, Address Line Two	Suite 3160
Entity Address, City or Town	Englewood Cliffs
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07632
City Area Code	718
Local Phone Number	400-9031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SILO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false