8-K

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): November 10, 2023

SILO PHARMA, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-54872	27-3046338
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

560 Sylvan Ave, Suite 3160

Englewood Cliffs NJ 07632
(Address of principal executive offices, including ZIP code)

(718) 400-9031
(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:

☐ 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 Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On November 10, 2023, our wholly-owned subsidiary Silo Pharma, Inc., a Florida corporation entered into a Third Amendment to Master License Agreement (the “Third Amendment”) with the University of Maryland, Baltimore, pursuant to which the parties agreed to an amended and restated schedule of diligence milestones for the Master License Agreement.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
10.1	Third Amendment to Master License Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2023	SILO PHARMA INC.
	/s/ Eric Weisblum
	Eric Weisblum
	Chief Executive Officer

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EX-10.1

Exhibit 10.1

Third Amendment To Master License Agreement

This Third Amendment to Master License Agreement (“Third Amendment”) is effective as of the date of last signature below and is made by and between the UNIVERSITY OF MARYLAND, BALTIMORE (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and SILO PHARMA, INC., a Florida corporation (“Company”).

BACKGROUND

University and Company entered into a Master License Agreement, effective as of February 12, 2021, as amended (“MLA”). The parties agree to amend the MLA as set forth herein.

NOW THEREFORE, the parties agree as follows:

A. Schedule C is hereby deleted in its entirety and replaced with the Schedule C attached to this Third Amendment.

B. Except as specifically modified in this Third Amendment, all terms and conditions of the MLA (including without limitation the royalty rate and other payment obligations of Company) shall remain in full force and effect.

C. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method. Any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, each party has caused this Third Amendment to be executed under seal by its duly authorized representative.

University of Maryland, Baltimore
By:	/s/ Bruce E. Jarrell, M.D., FACS	(SEAL)
	Bruce E. Jarrell, M.D., FACS
	President
Date:	11/10/2023

Silo Pharma, Inc.
By:	/s/ Eric Weisblum	(SEAL)
	Eric Weisblum
	Chief Executive Officer
Date:	11/7/2023

Schedule C
Diligence Milestones

Milestone		Deadline
1.	Complete in vitro peptide binding study in an acceptable disease model	March 30, 2024
2.	Complete preclinical safety and efficacy studies in an acceptable animal disease model	September 30, 2024
3.	Deliver to University a revised Commercialization Plan, to be subject to University’s approval, pursuant to Section 4.1.2 *	December 31, 2024
4.	Complete GMP production and animal testing of a Licensed Product	February 12, 2026
5.	File an IND (or any foreign equivalent) for a Licensed Product	February 12, 2027
6.	Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product	February 12, 2028
7.	Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product	February 12, 2029
8.	File NDA (or foreign equivalent) for a Licensed Product	February 12, 2032
9.	Achieve First Commercial Sale of a Licensed Product	February 12, 2033
	* The milestones may be re-negotiated upon receipt of revised commercialization plan

XML

Cover	Nov. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 2023
Entity File Number	000-54872
Entity Registrant Name	SILO PHARMA, INC.
Entity Central Index Key	0001514183
Entity Tax Identification Number	27-3046338
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	560 Sylvan Ave
Entity Address, Address Line Two	Suite 3160
Entity Address, City or Town	Englewood Cliffs
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07632
City Area Code	718
Local Phone Number	400-9031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false