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~~October 2924, 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)~~

(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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~September~~the ~~29,~~Annual ~~2025,~~Meeting ~~Silo~~(as ~~Pharma,~~defined ~~Inc. (the “Company”~~below) ~~entered~~on ~~into~~October a24, ~~securities~~2025, ~~purchase agreement (~~the ~~“Purchase~~shareholders ~~Agreement”)~~of ~~with~~Silo ~~certain institutional investors~~Pharma, ~~pursuant~~Inc. ~~to which~~ (the “Company”) ~~agreed~~approved toan ~~sell~~amendment to ~~such investors 2,857,143 shares (~~the ~~“Shares”) of~~Silo ~~common~~Pharma ~~stock,~~Inc. ~~par~~Amended ~~value~~and ~~$0.0001~~Restated ~~per~~2020 ~~share~~Omnibus ofEquity ~~the~~Incentive ~~Company~~Plan (the “~~Common~~Plan ~~Stock”~~Amendment’) atto aincrease ~~purchase~~the ~~price~~number of ~~$0.875 per Share (the~~shares ~~“Offering”).~~of ~~The~~common ~~Shares~~stock ~~were~~reserved ~~offered~~for byissuance ~~the~~thereunder ~~Company pursuant~~ to ~~its shelf registration statement on Form S-3 (File No. 333-276658)~~1, ~~which~~400,000 ~~was~~shares ~~declared~~from ~~effective by the Securities and Exchange Commission on January 30~~470,000 ~~2024~~shares.

~~Concurrently~~The ~~with the sale~~foregoing descriptions of the ~~Shares~~Plan ~~pursuant~~Amendment tois ~~the~~not ~~Purchase~~complete ~~Agreement~~and inare aqualified ~~private~~in ~~placement,~~its ~~for~~entirety ~~each Share purchased~~ by ~~the~~reference ~~investors,~~to ~~such investors received from~~ the ~~Company~~full antext ~~unregistered warrant (the “Warrants”) to purchase one share~~ of ~~Common Stock (~~the ~~“Warrant~~Plan ~~Shares”).~~Amendment, ~~The~~a ~~Warrants~~copy ~~have~~of anwhich ~~exercise~~is ~~price~~filed ofas $0Exhibit 10.751 ~~per~~to ~~share,~~this ~~are~~Current ~~exercisable~~Report ~~immediately~~on ~~upon~~Form ~~issuance~~8-K and ~~will~~is ~~expire~~incorporated ~~five~~by ~~years~~reference ~~from the effective date of a registration statement registering for resale the underlying Warrant Shares~~herein.

~~The~~Item ~~closing~~5.07 ofSubmission ~~the sales~~ of ~~these~~ ~~securities~~Matters ~~under~~to ~~the~~a ~~Purchase~~Vote ~~Agreement~~of ~~took~~Security ~~place on October 1, 2025~~Holders.

~~The~~On ~~gross~~October ~~proceeds~~24, ~~from~~2025, the ~~Offering~~Company ~~were~~held ~~approximately~~its ~~$2.5~~annual ~~million,~~meeting ~~prior~~of toshareholders, ~~deducting~~(the ~~placement~~“Annual ~~agent’s~~Meeting”) ~~fees~~for ~~and~~the ~~other~~purpose ~~offering~~of ~~expenses~~holding ~~payable~~a byshareholder ~~the~~vote on ~~Company~~the proposals set forth below. ~~The~~A ~~Company~~total ~~intends~~of to5,142,415 ~~use~~shares of the ~~net~~Company’s ~~proceeds~~common ~~from~~stock ~~the~~constituting ~~Offering~~a ~~for~~quorum, ~~working~~were represented ~~capital~~in ~~and~~person ~~other~~or ~~general~~by ~~corporate~~valid ~~purposes~~proxies at the Annual Meeting.

~~The~~At ~~Warrants~~the Annual Meeting, the Company’s shareholders (i) re-elected each of Eric Weisblum, Wayne Linsley, Kevin Munoz and Jeff Pavell as members of the ~~Warrant~~Company’s ~~Shares~~board ~~were~~of ~~sold~~directors ~~without~~to ~~registration~~serve ~~under~~until the ~~Securities~~next ~~Act~~annual meeting of ~~1933~~shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; (ii) ratified the ~~“Securities~~appointment ~~Act”)~~of inSalberg ~~reliance~~& onCompany, P.A. as the ~~exemptions provided~~Company’s byindependent ~~Section~~registered 4public accounting firm for the fiscal year ending December 31, 2025; (aiii) approved the grant of discretionary authority to the Company’s board of directors (2the “Board”) to file articles of amendment to the ~~Securities~~Company’s ~~Act~~articles asof ~~transactions~~incorporation ~~not~~(the ~~involving~~“Articles of Incorporation”) to effect a ~~public~~reverse ~~offering~~split of the Company’s issued common stock at a ratio that is not less than 1-for-2 and ~~Rule~~not ~~506~~greater ~~promulgated~~than ~~under~~1-for-20, without reducing the ~~Securities~~authorized number of ~~Act~~shares asof ~~sales~~the Company’s common stock, with the exact ratio to ~~accredited~~be ~~investors~~selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following shareholder approval of the amendment to the our Articles of Incorporation and before October 24, 2026 without further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”); (iv) approved the Plan Amendment; and (v) approved the authorization for the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in ~~reliance~~the onevent ~~similar~~that ~~exemptions~~there ~~under~~are ~~applicable~~not ~~state~~sufficient ~~laws~~votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”).

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.1

OnThe ~~March~~final 5,results ~~2025,~~for ~~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~~matters ~~Agent~~submitted ~~agreed~~ to ~~act as placement agent on~~ a ~~reasonable~~vote ~~“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~~shareholders ~~gross~~at ~~proceeds from~~ the ~~sale~~Annual ofMeeting, ~~securities~~as inset ~~the~~forth ~~Offering and a management fee equal to 1.0% of the gross proceeds raised~~ in the ~~Offering. The~~ Company’s ~~also~~Definitive ~~agreed~~Proxy ~~to issue~~Statement, ~~the~~filed ~~Placement~~with ~~Agent (or its designees) warrants (~~the ~~“Placement~~Securities ~~Agent~~and ~~Warrants”)~~Exchange toCommission ~~purchase~~on upSeptember ~~to 7.~~5~~% of the aggregate number of Shares sold in the Offering~~, ~~or warrants to purchase up to 214~~2025,~~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~~as 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.follows:

~~Pursuant~~Proposal to1: ~~the~~At ~~terms of~~ the ~~Purchase~~Annual ~~Agreement~~Meeting, ~~and subject to certain exceptions as set forth in~~ the ~~Purchase~~terms ~~Agreement,~~of ~~from~~all ~~the~~current ~~date~~members of the ~~Purchase Agreement~~Company’s ~~until~~board ~~thirty~~of ~~(30)~~directors ~~days~~expired. ~~after~~All ~~the~~of ~~Closing Date, neither~~ the ~~Company~~four ~~nor~~nominees ~~any~~for ~~Subsidiary~~director ~~shall~~were ~~issue,~~elected ~~enter into any agreement~~ to ~~issue~~serve oruntil ~~announce~~ the ~~issuance~~next orannual ~~proposed~~meeting ~~issuance~~ of ~~any~~shareholders ~~shares of Common Stock~~ or ~~Common~~until ~~Stock~~their ~~Equivalents~~respective ~~(as defined~~successors inhave ~~the~~been ~~Purchase~~duly ~~Agreement).~~elected Inand ~~addition~~qualified, or until ~~one~~such ~~(1)~~director’s ~~year~~earlier ~~after the Closing Date~~resignation, ~~the~~removal ~~Company~~or isdeath. ~~prohibited~~The ~~from entering~~result ~~into~~of athe ~~Variable~~votes ~~Rate~~to ~~Transaction~~elect ~~(as defined in~~ the ~~Purchase~~five ~~Agreement),~~directors ~~subject~~were toas ~~certain limited exceptions.~~follows;

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.

Nominee	For	Withhold	Broker Non-Votes
Eric Weisblum	1,768,924	103,075	3,280,416
Wayne D. Linsley	1,752,654	119,345	3,280,416
Dr. Kevin Muñoz	1,763,768	108,231	3,280,416
Dr. Jeff Pavell	1,763,884	108,115	3,280,416

~~The~~Proposal ~~foregoing~~2: ~~descriptions of~~At the ~~Warrant~~Annual Meeting, the ~~Placement~~shareholders ~~Agent~~approved ~~Warrant and Purchase Agreement are not complete and are qualified in their entirety by reference to~~ the ~~full~~ratification ~~text~~ of the ~~form~~appointment of ~~Warrant~~Salberg & Company, ~~form~~P.A. of(“Salberg”) ~~Placement~~as ~~Agent~~the ~~Warrant,~~Company’s ~~and~~independent ~~form~~registered ofpublic ~~Purchase~~accounting ~~Agreement,~~firm ~~copies~~for ofthe ~~which~~fiscal ~~are~~year ~~filed as~~ending ~~Exhibits~~December ~~4.1~~31, 42025.2, ~~and~~The ~~10.1,~~result ~~respectively,~~of tothe ~~this~~votes ~~Current~~to ~~Report~~ratify onthe ~~Form~~appointment ~~8-K~~of ~~and~~Salberg ~~are~~was ~~incorporated~~as ~~by reference herein.~~follows:

-1-

For		Against		Abstain		Broker Non-Votes
4,985,330		90,406		76,679		-

~~The~~Proposal ~~legal~~3: ~~opinion~~At ~~and~~the ~~consent of~~Annual ~~Sheppard~~Meeting, ~~Mullin,~~the ~~Richter~~shareholders &approved ~~Hampton~~the ~~LLP~~Rerverse ~~relating~~Stock toSplit ~~the~~Proposal. ~~validity~~The result of the ~~securities~~votes ~~issued~~to inapprove the ~~Offering~~Reverse isStock ~~filed~~Split ~~herewith~~Proposal was as ~~Exhibit~~ ~~5.1.~~follows:

Item 3.02 Unregistered Sales of Equity Securities.

For		Against		Abstain		Broker Non-Votes
3,896,499		1,253,332		2,584		-

~~Reference~~Proposal is4: ~~made~~At tothe Annual Meeting, the ~~disclosure under~~shareholders ~~Item~~approved 1the Plan Amendment.01 ~~above~~The ~~which~~result isof ~~hereby~~the ~~incorporated~~votes into ~~this~~approve ~~Item~~the ~~3.02~~Plan byAmendment ~~reference~~was as follows:. The result of the votes to approve the Plan Amendment was as follows:

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.

For		Against		Abstain		Broker Non-Votes
1,343,678		514,675		13,646		3,280,416

~~Item~~Proposal ~~8.01~~5: ~~Other~~At ~~Events~~the Annual Meeting, the shareholders approved the Adjournment Proposal. The result of the votes to approve the Adjournment Proposal was as follows:

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.

For		Against		Abstain		Broker Non-Votes
4,016,834		1,043,776		91,805		-

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
10.1		First Amendment to the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan
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 request2

-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: October 1, 2025	By:	/s/ Eric Weisblum
Date: October 24, 2025	By:	/s/ Eric Weisblum
		Eric Weisblum
		Chief Executive Officer

-3-

Filing Compare · Silo Pharma, Inc.