Silo Pharma, Inc 8-K, filed Sep 15, 2022
Silo Pharma, Inc. (SILO)
About this 8-K
Silo Pharma, Inc filed this 8-K on September 15, 2022, reporting on events of September 14, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed on March 11, 2022, Silo Pharma, Inc (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001 at a specific ratio within a range of one-for five (1-for-5) to a maximum of one-for-fifty (1-for-50) to be determined by the Company’s board of directors in its sole discretion.
Following the Special Meeting, the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On September 14, 2022, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on September 14, 2022, and the Company’s common stock began trading on a split-adjusted basis upon the OTC Markets opening on September 15, 2022.
When the Reverse Stock Split becomes effective, every 50 shares of the Company’s issued and outstanding common stock will automatically be combined, converted and changed into 1 share the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split.
The Company’s common stock will continue to trade on the OTC Markets system on a split-adjusted basis under the temporary ticker symbol “SILOD” and the fifth character “D” will remain appended to the Company’s symbol for 20 business days or until the Company is listed on Nasdaq, whichever comes first, at which point the Company’s trading symbol will revert back to “SILO.”
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On September 15, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Silo Pharma, Inc. | |
| 99.1 | Press release dated September 15, 2022 |
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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: September 15, 2022 | By: | /s/ Eric Weisblum |
|
Eric Weisblum, Chief Executive Officer | ||
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Exhibit 3.1
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 of the Corporation’s Certificate of Incorporation shall be amended by inserting Section (C) at the end of such section which shall read as follows:
“(C) Reverse Stock Split. Effective as of 4:01 p.m. EST on September 14, 2022 (the “Effective Time”), (he “Effective Time”) each fifty (50) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of common stock, par value of $0.0001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.
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 14th day of September, 2022.
| SILO PHARMA, INC. | ||
| By: | /s/ Eric Weisblum | |
| Name: | Eric Weisblum | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Silo Pharma Announces Implementation of 1-for-50 Reverse Stock Split in Preparation for Planned Uplisting to Nasdaq
ENGLEWOOD CLIFFS, NJ – September 15, 2022 (GLOBE NEWSWIRE) -- Silo Pharma, Inc. (OTCQB: SILO) (“the Company”), a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research, announced today that it will effect a 1-for-50 reverse split of its common stock in preparation for the planned listing of the Company’s securities on The Nasdaq Capital Market (“Nasdaq”). The reverse stock split will become effective at the open of business on Thursday, September 15, 2022, and the Company’s common stock will begin trading on the OTC Markets system on a split-adjusted basis under the temporary ticker symbol “SILOD” at that time. The fifth character “D” will remain appended to the Company’s symbol for 20 business days or until the Company is listed on Nasdaq, whichever comes first, at which point the Company’s trading symbol will revert back to “SILO.”
The Company has filed an application to list its common stock on The Nasdaq Capital Market and believes it satisfies the financial and liquidity requirements for listing other than the minimum share price requirement. The reverse stock split is intended to enable the Company to meet the stock price requirement for initial listing on The Nasdaq Capital Market.
As a result of the reverse stock split, every 50 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 1,987,906 shares of common stock issued and outstanding.
Additional information concerning the reverse stock split can be found in Silo Pharma’s definitive proxy statement filed with the Securities and Exchange Commission on February 14, 2022.
About Silo Pharma
Silo Pharma. Inc. is a development-stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research
for people suffering from indications such as Alzheimer’s, PTSD, and other rare neurological disorders. Silo’s mission is
to identify assets to license and fund the research which we believe will be transformative to the well-being of patients and the healthcare
industry. For more information, visit www.silopharma.com
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential”, and similar expressions that are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Silo Pharma, Inc. (“Silo” or “the Company”) to differ materially from the results expressed or implied by such statements, including changes to anticipated sources of revenues, future economic and competitive conditions, difficulties in developing the Company’s technology platforms, retaining and expanding the Company’s customer base, fluctuations in consumer spending on the Company’s products and other factors. Accordingly, although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company disclaims any obligations to publicly update or release any revisions to the forward-looking information contained in this presentation, whether as a result of new information, future events, or otherwise, after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law.
Contact
800-705-0120
investors@silopharma.com
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