Exhibit 3.1
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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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2023, stockholders of Silo Pharma, Inc. (the “Company”) approved a decrease to the number of authorized shares of the Company’s common stock from 500,000,000 shares to 100,000,000 shares as set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 4, 2023. On December 4, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation with the Delaware Secretary of State to decrease its authorized shares of common stock from 500,000,000 shares to 100,000,000 shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On December 4, 2023, the Company adjourned its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) solely with respect to Proposal 3 regarding the Company’s proposed reincorporation from the State of Delaware to the State of Nevada (the “Reincorporation Proposal”) in order to provide stockholders additional time within which to vote on the Reincorporation Proposal as described in the Company’s definitive proxy statement filed with the SEC on October 23, 2023 (the “Proxy Statement”). The remaining proposals set forth in the Proxy Statement were approved at the Annual Meeting, with such results disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2023.
The adjourned Annual Meeting (with respect to the Reincorporation Proposal) will reconvene on Monday December 11, 2023 at 11:00 a.m. Eastern Time at the Company’s satellite office located at 677 N Washington Boulevard, Sarasota, Florida 34236 solely to vote on the Reincorporation Proposal. The record date of October 12, 2023 for the adjourned Annual Meeting (solely with respect to the Reincorporation Proposal) remains the same. Stockholders of record as of the October 12, 2023 record date may attend the reconvened meeting.
Stockholders who have already voted their shares on the Proposal 3 (Reincorporation Proposal) contained in the Proxy Statement do not need to vote again. Proxies previously submitted will be voted at the adjourned Annual Meeting (solely with respect to the Reincorporation Proposal), and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
Stockholders may use the Proxy Card that they were originally provided with or vote in the manner as set forth in the Proxy Statement.
Additional Information
The Company filed the Proxy Statement with the SEC on October 23, 2023 in connection with our solicitation of proxies for the Annual Meeting. SILO PHARMA, INC. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents as and when filed by us with the SEC without charge from the SEC’s website at www.sec.gov. Stockholders can also obtain, without charge, a copy of the Proxy Statement and other relevant filed documents from our website at https://ir.silopharma.com/sec-filings/.. Stockholders can also access the Proxy statement at the Company’s transfer agent’s proxy hosting website at https://westcoaststocktransfer.com/proxy-silo/.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover Page Interactive Data File (embedded with 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: December 5, 2023
| SILO PHARMA INC. | |
| /s/ Eric Weisblum | |
| Eric Weisblum | |
| Chief Executive Officer |
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Exhibit 3.1
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