8-K
Silo Pharma, Inc. (SILO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2025
Silo Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41512 | 27-3046338 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 677 N. Washington Boulevard<br><br> <br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting (as defined below) on October 24, 2025, the shareholders of Silo Pharma, Inc. (the “Company”) approved an amendment to the Silo Pharma Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan (the “Plan Amendment’) to increase the number of shares of common stock reserved for issuance thereunder to 1,400,000 shares from 470,000 shares.
The foregoing descriptions of the Plan Amendment is not complete and are qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Voteof Security Holders.
On October 24, 2025, 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 5,142,415 shares of the Company’s 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, 2025; (iii) approved the grant of discretionary authority to the Company’s board of directors (the “Board”) to file articles of amendment to the Company’s articles of incorporation (the “Articles of Incorporation”) to effect a reverse split of the Company’s issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-20, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be 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 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”).
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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 September 5, 2025, 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 five directors were as follows; | ||
|---|---|---|---|
| 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 |
| 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, 2025. The result of the votes to ratify the appointment of Salberg was as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 4,985,330 | 90,406 | 76,679 | - |
| Proposal 3: | At the Annual Meeting, the shareholders approved the Rerverse Stock Split Proposal. The result of the votes to approve the Reverse Stock Split Proposal was as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 3,896,499 | 1,253,332 | 2,584 | - |
| Proposal 4: | At the Annual Meeting, the<br>shareholders approved the Plan Amendment. The result of the votes to approve the Plan Amendment was as follows:. The result of the votes<br>to approve the Plan Amendment was as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 1,343,678 | 514,675 | 13,646 | 3,280,416 |
| Proposal 5: | 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 |
| --- | --- | --- | --- |
| 4,016,834 | 1,043,776 | 91,805 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | First Amendment to the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan |
| 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: October 24, 2025 | By: | /s/ Eric Weisblum |
| Eric Weisblum | ||
| Chief Executive Officer |
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Exhibit 10.1
SILO PHARMA, INC.
FIRST AMENDMENT TOTHE SILO PHARMA, INC. AMENDED AND RESTATED 2020 OMNIBUS EQUITY INCENTIVE PLAN
This FIRST AMENDMENT TO THE SILO PHARMA, INC. AMENDED AND RESTATED 2020 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan (“Plan”) is made as of 21st, day of August, 2025, by the Board of Silo Pharma, Inc., a Delaware corporation (the “Company”) pursuant to Section 12 of the Plan. All capitalized and defined terms shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board, in its capacity as the Administrator of the Plan, may amend, suspend, terminate the Plan pursuant to Section 12 of the Plan, provided that no amendment of the Plan shall materially affect any Award outstanding at the time of such amendment without the consent of the affected Participant (the “Amendment Conditions”);
WHEREAS, this Amendment satisfies the Amendment Conditions; and
WHEREAS, this Amendment is being submitted to the shareholders of the Company (the “Stockholders”) having not less than the minimum number of votes that would be necessary to authorize or to take the actions set forth herein and such Stockholders have authorized, ratified, approved, and confirmed this Amendment.
AGREEMENT
NOW, THEREFORE, the Board hereby amends the Plan as follows:
Shares Reserved for Issuance Under the Plan.
The references to 470,000 in Sections 4(a) and 4(c) of the Plan are hereby replaced with 1,400,000.
The following text shall be added to the end of Section 4(a) of the Plan:
“The number of shares of Common Stock available for grant and issuance under this Plan will be automatically increased on the first day of each fiscal year beginning with January 1, 2026 and ending with the last January 1 during the initial-ten year term of the Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis) on the final day of the immediately preceding fiscal year and (B) such lesser number of shares of Common Stock as determined by the Board.”
The following text shall be added to the end of Section 4(c) of the Plan:
“The number of shares of Common Stock that shall be issued pursuant to the exercise of ISOs under this Plan will be automatically increased on the first day of each fiscal year beginning with January 1, 2026 and ending with the last January 1 during the initial ten-year term of the Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis) on the final day of the immediately preceding fiscal year; (B) such lesser number of shares of Common Stock as determined by the Board; and (C) 1,400,000 shares of Common Stock.”
Miscellaneous.
Amendments. Except as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,” “herein,” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.
Severability. Each provision of this Amendment shall be considered severable and if for any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and illegal.
Governing Law. This Amendment shall be governed in accordance with the laws of Delaware, without giving effect to principles of conflicts of law of any other state.
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