Current Report Filing (8-k)
19 10월 2022 - 6:16AM
Edgar (US Regulatory)
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2022-10-12
2022-10-12
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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):
October 12, 2022
Silo Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41512 |
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27-3046338 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
560 Sylvan Ave, Suite 3160
Englewood Cliffs, NJ |
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07632 |
(Address of principal executive offices) |
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(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 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) |
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Name of exchange on which registered |
Common Stock, par value $0.0001 per share |
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SILO |
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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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
October 27, 2021, Silo Pharma, Inc. (the “Company”) entered into a sponsored research agreement with Columbia University (the
“Columbia Agreement”) pursuant to which the Company was granted an option to license certain assets currently under development,
including Alzheimer’s disease. On October 13, 2022, the Company entered into an amendment to the Columbia Agreement (the “Columbia
Amendment”), pursuant to which the parties agreed to extend the payment schedule.
The foregoing description
of the Columbia Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text
of the Columbia Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2022, the Company entered into an employment agreement
with Eric Weisblum (the “Weisblum Employment Agreement”) pursuant to which Mr. Weisblum’s (i) base salary will be $350,000
per year, (ii) Mr. Weisblum will be paid a one-time signing bonus of $100,000, and (iii) Mr. Weisblum shall be entitled to receive an
annual bonus of up to $350,000, subject to the sole discretion of the Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”), and upon the achievement of additional criteria established by the Compensation Committee
from time to time (the “Annual Bonus”). In addition, pursuant to the Weisblum Employment Agreement, upon termination of Mr.
Weisblum’s employment for death or Total Disability (as defined in the Weisblum Employment Agreement), in addition to any accrued
but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans
(as defined in the Weisblum Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses
incurred prior to such termination date (collectively, the “Weisblum Payments”), Mr. Weisblum shall also be entitled to the
following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Weisblum elects continuation coverage for group health
coverage pursuant to COBRA Rights (as defined in the Weisblum Employment Agreement), then for a period of 24 months following Mr. Weisblum’s
termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s
share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other
payments earned in connection with any bonus plan to which Mr. Weisblum was a participant as of the date of his termination (together
with the Weisblum Payments, the “Weisblum Severance”). Furthermore, pursuant to the Weisblum Employment Agreement, upon Mr.
Weisblum’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined
in the Weisblum Employment Agreement), (ii) termination by the Company without Cause (as defined in the Weisblum Employment Agreement)
or (iii) termination of Mr. Weisblum’s employment within 40 days of the consummation of a Change in Control Transaction (as defined
in the Weisblum Employment Agreement), Mr. Weisblum shall receive the Weisblum Severance; provided, however, Mr. Weisblum shall be entitled
to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Weisblum shall immediately vest upon termination
of Mr. Weisblum’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Weisblum,
without Cause.
On October 12, 2022, the Company entered into an amendment (the “Ryweck
Amendment”) to the employment agreement by and between the Company and Daniel Ryweck dated September 27, 2022, pursuant to which
Mr. Ryweck’s base salary will increase to $60,000 per year.
The foregoing descriptions
of the Weisblum Employment Agreement and the Ryweck Amendment do not purport to be complete and are subject to, and qualified in their
entirety by reference to the full text of the Weisblum Employment Agreement and the Ryweck Amendment, copies of which are attached hereto
as Exhibits 10.2 and 10.3 respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company has prepared
presentation materials (the “Presentation Materials”) that management intends to use from time to time on and after October
12, 2022, in presentations about the Company’s operations and performance. The Presentation Materials are furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information contained
in the Presentation Materials is summary information that should be considered within the context of the Company’s filings with
the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time
to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While the Company may elect to update
the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report
on Form 8-K, the Company specifically disclaims any obligation to do so.
The information in this Item
7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall
not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date of this Current Report, regardless of any general incorporation language in any such filing.
Item 8.01 Other Events
On October 18, 2022, the Company
issued a press release announcing the extension of its agreement with Columbia University (“Columbia”) pursuant to which,
Columbia granted the Company the option to license certain assets currently under development, including Alzheimer’s disease and
Stress Induced Anxiety. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
# | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential
portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions
(i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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.
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SILO PHARMA, INC. |
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Date: October 18, 2022 |
By: |
/s/ Eric Weisblum |
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Eric Weisblum |
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Chief Executive Officer |
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