SILO 8-K
Silo Pharma, Inc. (SILO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 | ||
| The |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 14, 2026, shareholders of Silo Pharma, Inc. (the “Company”) approved an increase to the number of authorized shares of the Company’s common stock, par value $0.0001 (“Common Stock”) from 6,666,667 shares to 250,000,000 shares as set forth below.
On August 14, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of Common Stock from 6,666,667 shares to 250,000,000 shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 14, 2026, the Company held its annual meeting of shareholders, (the “Annual Meeting”) for the purpose of holding a shareholder vote on the proposals set forth below. A total of 697,308 shares of the Common Stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At 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 Company’s board of directors to serve until the next annual meeting of 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 appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of our Common Stock from 6,666,667 to 250,000,000 (the “Common Stock Increase Proposal”); and (iv) approved the authorization for the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”).
The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 30, 2026, are as follows:
| Proposal 1: | At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the four nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors were as follows; |
| Nominee | For | Withhold | Broker Non-Votes | |||
| Eric Weisblum | 359,287 | 7,489 | 330,532 | |||
| Wayne D. Linsley | 359,335 | 7,441 | 330,532 | |||
| Dr. Kevin Muñoz | 359,324 | 7,452 | 330,532 | |||
| Dr. Jeff Pavell | 359,383 | 7,393 | 330,532 |
| Proposal 2: | At the Annual Meeting, the shareholders approved the ratification of the appointment of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the votes to ratify the appointment of Salberg was as follows: |
| For | Against | Abstain | |||
| 690,743 | 2,571 | 3,994 |
| Proposal 3: | At the Annual Meeting, the shareholders approved the Common Stock Increase Proposal. The result of the votes to approve the Reverse Stock Split Proposal was as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 498,224 | 190,599 | 8,485 | 0 |
| Proposal 4: | At the Annual Meeting, the shareholders approved the Adjournment Proposal. The result of the votes to approve the Adjournment Proposal was as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 556,797 | 131,873 | 8,638 | 0 |
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 17, 2026 | By: | /s/ Eric Weisblum |
| Eric Weisblum | ||
| Chief Executive Officer | ||
3
Exhibit 3.1
FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PuRsuANr ro NRs 18.380 & 18.38st18.39o) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURsuANrro NRs 78.403) Officer's Statement (PuRsuANrro NRs 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: I Silo Pharma, Inc. jNV2023979131- .. -- - .. -· - - Entity or Nevada Business Identification Number (NVID): 2. Restated or D Certificate to Accompany Restated Articles or Amended and Restated Articles I ] Amended and 0 Restated Articles - No amendments; articles are restated only and are signed by an Restated Articles: officer of the corporation who has been authorized to execute the certificate by (Select one) resolution of the board of directors adopted on: I I (If amending and The certificate correctly sets forth the text of the articles or certificate as amended restating only, complete to the date of the certificate. section 1,2 3, 5 and 6) D Amended and Restated Articles • Restated or Amended and Restated Articles must be included with this filing type. 3. Type of □ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Amendment Filing Issuance of Stock) Being Completed: The undersigned declare that they constitute at least two-thirds of the (Select only one box) following: (Check only one box) □ incorporators □ board of directors (If amending, complete The undersigned affirmatively declare that to the date of this certificate, no stock section 1, 3, 5 and 6.) of the corporation has been issued ~ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: : More than· 50% : I -· - - - - -----. - ~ • i Or D No action by stockholders is required, name change only. □ Officer's Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: I I Jurisdiction of formation: I I Changes to takes the following effect: □ The entity name has been amended. O Dissolution O The purpose of the entity has been amended. □Merger D The authorized shares have been amended. D Conversion D Other: (specify changes) • Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 9/1/2023
FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PuRsuANrrn NRs 18.380 & 78.385n8.390J Certificate to Accompany Restated Articles or Amended and Restated Articles (PURsuANr ro NRs 78.403) 4. Effective Date and Time: (Optional) 5. Information Being Changed: (Domestic corporations only) 6. Signature: (Required) Officer's Statement (PuRsuANrrn NRs 80.030) Date: Time: ! _________________________ J (must not be later than 90 days after the certificate is filed) Changes to takes the following effect: D The entity name has been amended. D The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) D The purpose of the entity has been amended. ~ The authorized shares have been amended. D The directors, managers or general partners have been amended. D IRS tax language has been added. D Articles have been added. D Articles have been deleted. D Other. The arti~l~s ~~ve been_~n,ended as foUo""'s: (provide articl_e numbers, if available) :Articles 8 and 10 have been amended as set forth on Annex A --------------- (attach additional page(s) if necessary) x Isl Eric Weisblum I Chief Executive Officer Signature of Officer or Authorized Signer Title x _____________ _ Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page2of2 Revised: 9/1/2023
Silo Pharma, Inc Certificate of Amendment to Articles of Incorporation Annex A Article 8. Authorized Shares (number of shares corporation is authorized to issued) is amended and restated as follows: "Number of Authorized Shares with Par Value: Number of Common share with Par Value: Number of Preferred Share with Par value: 255,000,000 250,000,000 5,000,000 Par value: $0.0001 Par value: $0.0001 Par value: $0.0001" Thie first paragraph of Article TENTH is of the Corporation's Articles of Incorporation shall be amended restated in its entirety as follows: "The corporation is authorized issue two classes of stock. One classes shall be common stock, par value $0.0001 per share ("Common Stock"), of which the corporation shall have the authority to issue 250,000,000 shares. The second class of stock shall be preferred stock, par value $0.0001 per share ("Preferred Stock") of which the corporation shall have the authority to issue is 5,000,000 shares." SMRH:4910-7216-1479.I 081326 -1- 72GJ-314009