8-K
Silo Pharma, Inc. (SILO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2021
SILOPHARMA, INC.
(Name of registrant in its charter)
| Delaware | 000-54872 | 27-3046338 |
|---|---|---|
| (State<br> or jurisdiction of | (Commission<br> File Number) | (IRS<br> Employer |
| incorporation<br> or organization) | Identification<br> No.) |
560Sylvan Ave, Suite 3160
EnglewoodCliffs, 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):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 10, 2021, Silo Pharma, Inc. (the “Company”) filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”) with the Secretary of State of Delaware to increase the authorized number of shares of common stock of the Company from 100,000,000 shares to 500,000,000 shares. The Amendment was approved by the Company’s stockholders at the Company’s special meeting of stockholders held March 10, 2021, the results of which are reported below in Item 5.07 of this Current Report on Form 8-K.
Item5.07. Submission of Matters to a Vote of Security Holders.
On March 10, 2021, the Company held its special meeting of stockholders (the “Special Meeting”). A total of 61,083,261 shares of common stock constituting a quorum were represented in person or by valid proxies at the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 22, 2021, are as follows:
Proposal1. At the Special Meeting, the stockholders approved the Amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock of the Company from 100,000,000 shares to 500,000,000 shares. The voting results were as follows:
| For | Against | Abstain |
|---|---|---|
| 61,081,061 | 2,200 | 0 |
Proposal2. At the Special Meeting, the stockholders approved granting discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-5 up to 1-for-50 (the “Reverse Stock Split”), provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-50, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the record date of the Special Meeting, or February 5, 2022. The voting results were as follows:
| For | Against | Abstain |
|---|---|---|
| 61,081,061 | 2,200 | 0 |
Proposal3. At the Special Meeting, the stockholders approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan and the reservation of 8,500,000 shares of common stock for issuance thereunder. The voting results were as follows:
| For | Against | Abstain |
|---|---|---|
| 60,831,061 | 2,200 | 250,000 |
Item9.01. Financial Statements and Exhibits.
Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate<br> of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on March 10, 2021 |
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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:<br> March 12, 2021 | By: | /s/<br> Eric Weisblum |
| Eric<br> Weisblum,<br><br> <br>Chief<br> Executive Officer |
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Exhibit 3.1
| Delaware | Page 1 |
|---|---|
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATEOF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SILO PHARMA, INC.”,FILED IN THIS OFFICE ON THE TENTH DAY OF MARCH, A.D. 2021, AT 1:50 O’CLOCK P.M.
| 5251646 8100<br><br> <br>SR# 20210860706 |  <br><br> <br><br><br> <br>Authentication: 202704537<br><br> <br>Date: 03-11-21 |
|---|---|
| You may verify this certificate online at corp.delaware.gov/authver.shtml | |
| State of Delaware | |
| --- | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 01:50 PM 03/10/2021 | |
| FILED 01:50 PM 03/10/2021 | |
| SR 20210860706 - File Number 5251646 |
CERTIFICATE OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
of
SILO PHARMA, INC.
SILO PHARMA, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Silo Pharma, Inc. The Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 3, 2012 (as amended, the “Certificate of Incorporation”).
SECOND: Article FOURTH, Section (A) of the Corporation’s Certificate of Incorporation shall be amended and restated in its entirety to read as follows:
“(A) The total number of shares of stock authorized which the Corporation shall have the authority to issue shall be 505,000,000 shares. The Corporation shall be authorized to issue two classes of shares of stock, designated “Common Stock” and “Preferred Stock.” The Corporation shall be authorized to issue 500,000,000 shares of Common Stock, each share to have a par value of $0.0001 per share, and 5,000,000 shares of Preferred Stock, each share to have a par value of $0.0001 per share.”
THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 10^th^ day of March, 2021.
| SILO PHARMA, INC. | |
|---|---|
| By: | /s/ Eric Weisblum |
| Name: | Eric Weisblum |
| Title: | Chief Executive Officer |
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