8-K

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): April 12, 2021

SILO PHARMA, INC.

(Name of registrant in its charter)

560 Sylvan Ave, Suite 3160

Englewood Cliffs NJ 07632

(Address of principal executive offices)

(718) 400-9031

(Registrant’s telephone number)

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 Instructions A.2 below):

Securities registered pursuant to Section 12(b) of the Act: None.

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 April 12, 2021, Silo Pharma, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Patent License Agreement by and among the Company, Silo Pharma, Inc., a wholly-owned subsidiary of the Company, and AIkido Pharma Inc. (“AIkido”) pursuant to which the parties agreed that AIkido delivered to the Company 500 shares of its Series M Convertible Preferred Stock which shall be converted into an aggregate of 625,000 shares of the AIkido’s common stock.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 3.02. Unregistered Sales of Equity Securities.

As previously reported on a Current Report on Form 8-K/A filed with the Securities and Exchange Commission on February 12, 2021, on February 9, 2021, the Company entered into securities purchase agreements with certain institutional and accredited investors pursuant to which it issued an aggregate of 4,276 shares of its Series C Convertible Preferred Stock and warrants to purchase up to 14,253,323 shares of its common stock on February 12, 2021. Effective as of April 14, 2021, the Company forced the conversion of an aggregate of 4,048 shares of its Series C Convertible Preferred Stock into an aggregate of 13,495,014 shares of its common stock pursuant to its Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 10.1

AMENDMENT NO. 1 TO PATENT LICENSE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Patent License Agreement (as defined below) is made and entered into as of April 12, 2021, by and among Silo Pharma Inc., a Delaware corporation, Silo Pharma, Inc., a Florida corporation, and their Affiliates/Subsidiaries, (the “Licensor”), on the one hand and AIkido Pharma Inc., a Delaware corporation (the “Licensee”) on the other hand (collectively, the “Parties,” or each, individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Patent License Agreement.

WHEREAS, the Parties entered into that certain Patent License Agreement, dated as of January 5, 2021, in the form attached hereto as Exhibit A (the “License Agreement”); and

WHEREAS, the parties now desire to amend the License Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the License Agreement, the Parties hereto, intending to be legally bound, do hereby acknowledge and agree as follows:

1.          Amendments to License Agreement. The parties hereby agree that the License Agreement is hereby amended as follows:

Section 5.1(a) of the License Agreement is hereby amended and restated in its entirety as follows:

5.1       LicenseFees.

(a)       On January 5, 2021, Licensee shall issue and deliver to Licensor 500 shares of the Licensee’s Series M Convertible Preferred Stock, which the Parties have agreed shall be converted into an aggregate of 625,000 restricted shares of the Licensee’s common stock, par value $0.0001 per share, effective as of January 5, 2021. The 625,000 shares of common stock issued to Licensor shall be validly issued, fully paid and non-accessible.

2.          Miscellaneous.

a)          Except as modified by this Amendment, all terms and conditions of the License Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references in the License Agreement to the “Agreement” shall be deemed to refer to the License Agreement, as amended by this Amendment.

b)         This Amendment shall be binding upon and inure to the benefit of all the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall be deemed to confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever.

c)          In case any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. Any illegal or unenforceable term will be deemed to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions of applicable law and such term, as so modified, and the balance of this Amendment will then be fully enforceable. The Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

d)         Each of the Parties hereto shall execute and deliver, at the reasonable request of the other Party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other Party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Amendment.

e)         This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. An executed facsimile or electronic .pdf counterpart of this Amendment shall be deemed to be an original for all purposes.

f)          This Amendment shall be governed by and construed in all respects under the laws of the State of New York, without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of this Amendment or any of the matters contemplated in this Amendment is waived by the Parties. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in the State and County of New York, for any dispute related to this Amendment or any of the matters contemplated hereby, consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law, and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first written above.