Form 8-K
8-K — Silo Pharma, Inc.
Accession: 0001213900-26-106435
Filed: 2026-10-02
Period: 2026-10-01
CIK: 0001514183
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0307598-8k_silo.htm (Primary)
EX-4.1 — COMMON STOCK PURCHASE WARRANT ISSUED TO NORSIGHT CONSULTING INC., DATED OCTOBER 1, 2026 (ea030759801ex4-1.htm)
EX-10.1 — ASSET PURCHASE AGREEMENT, DATED OCTOBER 1, 2026, BETWEEN THE COMPANY AND NORSIGHT CONSULTING INC (ea030759801ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0307598-8k_silo.htm · Sequence: 1
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0001514183
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2026-10-01
2026-10-01
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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 1, 2026
Silo Pharma, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-41512
27-3046338
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
677 N. Washington Boulevard
Sarasota, FL
34236
(Address of principal executive offices)
(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)
Name of exchange on which registered
Common Stock, par value $0.0001 per share
SILO
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.
On October 1, 2026, Silo
Pharma, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Norsight Consulting
Inc., an Arkansas corporation (the “Seller”). Pursuant to the Agreement, the Seller agreed to sell, and the Company agreed
to purchase, certain software, technology, and related intellectual property, including related trademarks, domain names, data, trade
secrets and other intellectual property rights (the “Purchased Assets”).
In consideration for
the Purchased Assets, the Company issued to the Seller a warrant (the “Warrant”) to purchase up to 300,000 shares of the Company’s
common stock, par value $0.0001 per share (“Common Stock”). The Warrant has an exercise price of $1.51 per share and includes
a cashless exercise feature. The Warrant is exercisable beginning April 1, 2027 and will expire on September 30, 2031. The Seller may
not exercise any portion of the Warrant to the extent the Seller would own more than 4.99% of the outstanding Common Stock immediately
after exercise. The Seller may increase or decrease this percentage, provided that it may not exceed 9.99% of the outstanding Common Stock,
except that any such increase shall require at least 61 days’ prior notice to the Company. Each share of the Company’s Common
Stock received by the Seller in connection with the Agreement, including the shares issuable upon exercise of the Warrant, is subject
to a lock-up period beginning on the effective date of the Agreement and ending on the earlier of (i) twelve (12) months after such date,
(ii) a Change in Control, as defined in the Agreement, or (iii) written consent of the Company (the “Lock Up Period”). During
the Lock Up Period, the Seller may not, without the Company’s prior written consent, directly or indirectly, offer, sell, contract
to sell, hedge, pledge, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any such shares, or enter
into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of any such shares.
The Agreement contains
certain representations, warranties and covenants of the parties that are customary for agreements of its type. In addition, the Seller
agreed to indemnify the Company for any misrepresentation or breach under the Agreement, infringement of any third-party right by any
portion of the Purchased Assets and any acts of gross negligence, fraud or intentional misconduct by the Seller.
The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to the Agreement and the Warrant, copies of which are filed
as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated
herein by reference.
The offer and sale to the Seller of the Warrant
and the shares of Common Stock issuable upon exercise thereof, was made in reliance upon Section 4(a)(2) under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
4.1
Common Stock Purchase Warrant issued to Norsight Consulting Inc., dated October 1, 2026.
10.1*
Asset Purchase Agreement, dated October 1, 2026, between the Company and Norsight Consulting Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules (and similar attachments) to this exhibit have
been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any
omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.
1
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: October 2, 2026
By:
/s/ Eric Weisblum
Eric Weisblum
Chief Executive Officer
2
EX-4.1 — COMMON STOCK PURCHASE WARRANT ISSUED TO NORSIGHT CONSULTING INC., DATED OCTOBER 1, 2026
EX-4.1
Filename: ea030759801ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
SILO PHARMA, INC.
Warrant Shares: 300,000
Issue Date: October 1, 2026
Initial Exercise Date: April 1, 2027
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, Norsight Consulting Inc. or its assigns (the “Holder”) is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above
(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 30, 2031 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada corporation (the “Company”),
up to 300,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject
to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Asset Purchase Agreement dated
October 1, 2026, by and between the Company and the Holder.
Section 1. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Asset Purchase Agreement (the “Purchase
Agreement”), dated October 1, 2026, among the Company and the purchasers signatories thereto.
Section 2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and, on or before the Termination Date by delivery to the Company of a duly executed PDF or DocuSign copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
For the avoidance of doubt, there is no circumstance
that would require the Company to net cash settle the Warrants.
b) Exercise Price. The exercise price per share of Common
Stock under this Warrant shall be $1.51, subject to adjustment hereunder (the “Exercise Price”).
c) Cashless Exercise. This Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading
Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)
pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise
is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;
(B) = the Exercise Price of
this Warrant, as adjusted hereunder, in effect on the date of exercise; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued
in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding
period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position
contrary to this Section 2(c).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading Market and if
the Common Stock is then listed or quoted on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or
OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the
fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority
in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by
the Company.
2
“Trading Day”
means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a
period of time less than the customary time. If the Common Stock is not then listed or quoted on a Trading Market, Trading Day means a
Business Day.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market and if the Common Stock is then listed or quoted on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a
majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company.
d) Mechanics of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company (other than in the instance of a cashless exercise) and (ii) the number
of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, provided that payment
of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date (such date,
the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received by the Warrant Share Delivery Date.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share of Common Stock.
v. Charges,
Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
3
vi. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership
of the shares of Common Stock would or could be aggregated with the Holder’s for purposes of Section 13(d) (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall
include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants
that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding
shares of Common Stock that was provided by the Company. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company
shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants
that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding
shares of Common Stock that was provided by the Company. For purposes of this Section 2(e), in determining the number of outstanding shares
of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the
written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this
Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply, provided further that an Affiliate of the
Company may suspend the Beneficial Ownership Limitation in its entirety if, and for so long as, such Beneficial Ownership Limitation is
not required to be in effect to ensure compliance with applicable Nasdaq listing requirements with respect to stockholder approval. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, if the
Company has not obtained Stockholder Approval, the Company shall not issue a number of shares of Common Stock under this Warrant, which
when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Listing Rule 5635(a), would exceed
19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions.
For purposes of this section, “Stockholder Approval” means such approval as may be required by the applicable rules and regulations
of the Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Company with respect to the issuance of the shares
under this Warrant that, when taken together with any other securities that are required to be aggregated with the issuance of the shares
issued under this Warrant for purposes of Nasdaq Listing Rule 5635(a), would exceed 19.99% of the issued and outstanding common stock
as of the date of definitive agreement with respect to the first of such aggregated transactions. The provisions of this paragraph shall
not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership
Limitation, no alternative consideration is owing to the Holder.
4
Section 3. Certain Adjustments.
a) Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,
for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock
of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.
b) Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common
Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares
of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as
a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares
of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion
of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
5
d) Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person in which the Company is not the surviving entity (other than a
reincorporation in a different state), (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole,
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding shares of the aggregate
voting power of all classes of equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of the aggregate voting power of all classes of equity of the Company
(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right
to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior
to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior
to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such
shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic
value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in
form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance
of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has
sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior
to the Initial Exercise Date.
6
e) [Reserved].
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
g) Notice to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If, while the Warrant is outstanding, (A) the Company declares a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company declares a special nonrecurring cash dividend on, or a redemption of, the shares
of Common Stock, (C) the Company authorizes the granting to all holders of the shares of Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be
required in connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its
last email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that
the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The issuance of a press release or the filing of a Form 8-K or other suitable filing with the Commission
shall satisfy this notice requirement. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
7
Section 4. Transfer
of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws, the conditions set forth in Section 4(d) hereof, and the provisions of Section
4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b) New Warrants.
Subject to compliance with applicable securities laws, this Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the
initial Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.
c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.
d) Transfer Restrictions.
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not
be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities
or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements
pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,
as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
8
Section 5. Miscellaneous.
a) No Rights as Stockholder
Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to
receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle
an exercise of this Warrant.
b) Loss, Theft, Destruction
or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing
the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued and delivered as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that
all Warrant Shares which may be issued and delivered upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may
be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
9
e) Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof
that would require the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or
proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the
other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws, and in such case, by the acceptance
hereof, represents and warrants that the Holder will acquire such Warrant Shares issuable upon such exercise for its own account and not
with a view to or for distributing or reselling Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law.
g) Nonwaiver and Expenses.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase
Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices. Any
notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the
address for the Holder in the Warrant Register.
i) Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of
any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
j) Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors and
Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder
or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The
headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
10
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above indicated.
SILO PHARMA, Inc.
By:
/s/ Eric Weisblum
Name:
Eric Weisblum
Title:
Chief Executive Officer
NOTICE OF EXERCISE
TO: SILO PHARMA, INC.
(1) The undersigned hereby elects to purchase
________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable
box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name
of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following
DWAC Account Number:
(4) Accredited Investor. The undersigned
is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: _______________
Holder’s Address:
EX-10.1 — ASSET PURCHASE AGREEMENT, DATED OCTOBER 1, 2026, BETWEEN THE COMPANY AND NORSIGHT CONSULTING INC
EX-10.1
Filename: ea030759801ex10-1.htm · Sequence: 3
Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “Agreement”)
is made between Norsight Consulting Inc., an Arkansas corporation (the “Assignor”), and Silo Pharma, Inc.,
a Nevada corporation (“Assignee”), and is effective as of the date of the last signature below (the “Effective
Date”).
WHEREAS, Assignor has developed
and owns the Software and the Assigned Intellectual Property (collectively, the “Assigned Assets”), all as identified more
fully on Exhibit A; and
WHEREAS, Assignor has agreed
to sell and convey to Assignee, and Assignee has agreed to purchase the Assigned Assets on the terms and conditions set forth below.
NOW THEREFORE, in consideration
of these premises and the Parties’ respective covenants and obligations set forth below, the Parties agree as follows:
1. Definitions.
a. “Assigned Intellectual Property” means the Intellectual Property Listed on Exhibit
A.
b. “Confidential Information” means the Software and all related data, documentation,
materials and know-how.
“Intellectual Property”
means any and all: (a) technology, formulae, algorithms, procedures, processes, methods, techniques, knowhow, ideas, concepts, creations,
inventions, discoveries, and improvements (whether patentable or unpatentable and whether or not reduced to practice); (b) software, computer
programs, source code and object or executable code, whether embodied in Software, firmware or otherwise, assemblers, applets, compilers,
user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records,
schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling,
prototypes, breadboards and other devices, websites, content, images, graphics, text, photographs, artwork, audiovisual works, sound recordings,
graphs, drawings, reports, analyses, writings, and other works of authorship and copyrightable subject matter (“Works of Authorship”);
(c) data, data structures, databases and other compilations and collections of data or information (“Databases”); (d)
trademarks, service marks, logos and design marks, trade dress, trade names, fictitious and other business names, and brand names, together
with all goodwill associated with any of the foregoing (“Trademarks”); (e) domain names, uniform resource locators
and other names and locators associated with the Internet (“Domain Names”); (f) proprietary and confidential ideas
and information, inventions, discoveries, designs, data, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms
and specifications, customer lists and supplier lists and any and all instantiations or embodiments of the foregoing proposals, financial,
business and marketing plans, and customer and supplier lists, and other information and materials not generally known to the public and
other confidential and proprietary information, in each case to the extent constituting trade secrets under applicable law. (“Trade
Secrets”); (g) tangible embodiments of any of the foregoing, in any form or media whether or not specifically listed herein;
and (h) all Intellectual Property Rights associated with the foregoing.
c. “Intellectual Property Rights” means any and all rights (anywhere in the world, whether
statutory, common law or otherwise) relating to, arising from, or associated with Intellectual Property, including: (a) patents and patent
applications, utility models and applications for utility models, inventor’s certificates and applications for inventor’s
certificates, and invention disclosure statements (“Patents”); (b) copyrights, Mask Work rights and all similar or
equivalent rights with respect to Works of Authorship and all registrations thereof and applications therefor (including moral and economic
rights, however denominated) (“Copyrights”); (c) other rights with respect to Assigned Assets, including registrations
thereof and applications therefor; (d) industrial design rights and registrations thereof and applications therefor; (e) rights with respect
to Trademarks, and all registrations thereof and applications therefor; (f) rights with respect to Domain Names, including registrations
thereof and applications therefor; (g) rights with respect to Trade Secrets, including rights to limit the use or disclosure thereof by
any Person; (h) rights with respect to Databases, including registrations thereof and applications therefor; and (i) any rights equivalent
or similar to any of the foregoing.
d. “Object Code” means the fully compiled version of the Software that can be executed
by a computer and used by an end user without further compilation.
e. “Open Source Software” means any software component that is distributed as “free
software,” “open source software,” or pursuant to any open source copyright license agreement, including the GNU General
Public License, GNU Library or Lesser Public License, GNU Affero General Public License, MIT License, Apache License, Artistic License
and BSD Licenses, or any other obligation, restriction or license agreement that substantially conforms to the Open Source Definition
(opensource.org/osd) as prescribed by the Open Source Initiative or otherwise controls the distribution and use of one or more software
components or that may require disclosure or licensing to any third party of any source code with which such software component is used
or compiled.
f. “Purchase Price” means warrants to purchase up to three
hundred thousand (300,000) shares (“Warrant Shares”) of a Assignee common stock, par value $0.0001 per share
(the “Warrants”). The exercise price of the Warrants shall be $1.51 per share. The Warrants will be exercisable
any time within five (5) years of the Effective Date, shall have a “Beneficial Ownership Limitation” of 4.99% (or, at the
election of the Assignor, 9.99%) of the number of shares of the common stock outstanding immediately after giving effect to the issuance
of the securities on the issuance date of the Warrants, and shall include a cashless exercise option. Notwithstanding anything in this
Agreement to the contrary, and in addition to the limitations set forth herein, if Company has not obtained Stockholder Approval, the
Company shall not issue a number of Warrant Shares, which when aggregated with all other securities that are required to be aggregated
for purposes of Nasdaq Listing Rule 5635(a), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive
agreement with respect to the first of such aggregated transactions. For purposes of this section, “Stockholder Approval”
means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity)
from the stockholders of the Company with respect to the issuance of the Warrant Shares under the Warrant that, when taken together with
any other securities that are required to be aggregated with the issuance of the Warrant Shares issued under this Warrant for purposes
of Nasdaq Listing Rule 5635(a), would exceed 19.99% of the issued and outstanding common stock as of the date of definitive agreement
with respect to the first of such aggregated transactions. The terms (including exercise price and cashless exercise provisions) of the
Warrants shall be governed by a separate warrant agreement entered into between Company and Assignor, contemporaneously with execution
of this Agreement, in the form attached hereto as Exhibit C.
g. “Software” means the Software, including the entirety of the Source Code and Object
Code for all modules for the design, appearance, content, features and functionality of the web- based tools currently marketed under
the Klone brand, together with all related data, materials, know-how, algorithms, documentation, and all derivative works, updates, improvements,
modifications and enhancements made by or on behalf of Assignor as further described on Exhibit A, but excluding those portions
of Open Source Software identified on Exhibit B.
h. “Source Code” means the human-readable version of the Software that can be compiled
into Object Code.
2
2. Sale
and Assignment. In consideration of the Purchase Price, Assignor irrevocably sells, assigns, grants, conveys and transfers to Assignee
and its successors and assigns, without any reservation whatsoever and without further consideration, and Assignee hereby accepts, all
right, title and interest throughout the world, free and clear of any licenses, liens or encumbrances, in and to the Assigned Assets,
including all of the Software and all Intellectual Property associated therewith, that Assignor may now have or later acquire (the “Assets”).
For all Trademarks, Assignor hereby assigns all good will associated therewith. Without limiting the forgoing, Assignor assigns: (i) all
rights to register and Intellectual Property, commercialize, exploit, reproduce, copy, distribute, publicly perform and display, synchronize,
prepare derivative works from, adapt, license and assign), and all other intellectual property rights, proprietary rights and legal protections;
(ii) registrations, renewals, extensions, reversions and restorations of any such rights; (iii) income, royalties, damages and payments,
now or later due or payable, with respect to any such rights; and (iv) claims and causes of action, in law or in equity, for past, present
or future infringement or misappropriation.
3. Purchase
Price. Within five business days of the Effective Date, Assignee shall deliver to the Assignor a certificate (or book entry confirmation
of registration and issuance) evidencing the Purchase Price in full satisfaction of all amounts owed by Assignee in connection with this
Agreement.
4. Delivery.
Within three calendar days of receiving the Purchase Price, Assignor shall deliver to Assignee one digital copy of all Software (including
Source Code and Object Code, as applicable), as it exists as of the Effective Date, in a format that is (a) readable and usable by a programmer
of ordinary skill and contain all information, in human readable form, that such a programmer would need in order to understand, compile,
build, maintain, modify, correct and operate the Software, including any integrated Open Source Software, without undue experimentation,
difficulty or expense; (b) not password protected, encrypted or subject to other security measures that might impede Assignee’s
ability to access or use the Software; (c) accurately labeled; and (d) in media and formats that are fully operable in and compatible
with Assignee’s operating environment and technology systems. Upon delivery, Assignor shall cease use of the Assigned Assets.
5. Representations
and Warranties. Assignor represents and warrants that the Software and all Intellectual Property associated therewith (a) is an entirely
original and independent creation; (b) contains no harmful or malicious code; (c) does not violate any law, rule or regulation or infringe
any third-party right; and (d) was not developed using, has not been distributed with, and does not contain or operate in such a way that
it is compiled with or linked to, any Open Source Software, except for the Open Source Software expressly identified on Exhibit
B, does not contain, link to, rely upon, or incorporate any Open Source Software, and is not subject to any “copyleft”
or open source license terms that would require the public disclosure, licensing, or distribution of any proprietary Source Code of the
Software. Assignor further represents and warrants that Assignor (e) is the exclusive author of the Software and the exclusive owner of
all Intellectual Property in and to the Software, free and clear of liens, security interests and other encumbrances; (f) is in actual
possession of and has exclusive control over a complete and correct copy of the Software; (g) has not caused or allowed any third party
to have a license to any Intellectual Property Rights in or to the Software; (h) has not registered or applied for registration of any
portion of the Software, or any Intellectual Property Rights in or to any portion of the Software, or any patent related to any portion
of the Software, in any jurisdiction; (i) has not done, and will not do, any act that encumbers the Software or that may threaten, impair
or prejudice Assignee’s rights in the Software; and (j) has full right, power and authority to execute this Agreement. Assignor
further represents that the Assets include all of the Software and Intellectual Property that are used to operate the business of the
Company, or necessary to enable the Company to conduct such business in the same manner as currently conducted. Assignee is induced by,
and relying upon, Assignor’s representations and warranties contained in this Agreement, and Assignee would not accept this Agreement
without them.
6. Lockup.
Each share of common stock of Assignee received by Assignor in connection with this Agreement shall be subject to a lock-up beginning
on the Effective Date and ending on the earlier of (i) the twelve (12) months after such date, (ii) a Change in Control, as defined below,
or (iii) written consent of Assignee, at Assignee’s sole discretion, provided Assignee’s consent shall apply to all shares
of Assignee common stock issued pursuant to the Agreement (the “Lockup Period”). Assignee shall not without prior written
consent, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of
sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of
any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction
or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any Assignee
common stock acquired pursuant to this Agreement or (ii) enter into any swap or other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership of any Assignee common stock, whether or not any such
swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Assignee common stock.
3
7. Further
Assurance. Assignor shall cooperate fully and promptly with Assignee, and shall execute and deliver all such other documents, and
shall take all such further action as may be necessary or appropriate to perfect, secure and vest in Assignee ownership of and all Intellectual
Property Rights in and to the Assigned Assets.
8. Indemnity.
Assignor shall indemnify, defend and hold harmless Assignee and its parent, subsidiaries, directors, officers, employees, agents, successors
and assigns from and against all liability, losses, damages, costs and expenses (including reasonable legal fees) arising out of any demand,
claim, judgment, order or proceeding related to (a) any misrepresentation, or breach of warranty or this Agreement, by any of Assignor;
(b) infringement of any third-party right by any portion of the Assigned Assets; or (c) any acts of gross negligence, fraud or intentional
misconduct by any of Assignor. Notwithstanding anything to the contrary in this Agreement, Assignor’s total aggregate liability
arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total
fair market value of the Purchase Price received by Assignor as of the Effective Date.
8.1 Survival.
The representations and warranties of the Parties contained in this Agreement shall survive the Effective Date for a period of twelve
(12) months, after which time all such representations and warranties shall expire and be of no further force or effect; provided, however,
that any claim for indemnification under Section 8 that is properly asserted in writing prior to such expiration date shall survive until
finally resolved.
9. Confidentiality.
Assignor shall maintain the existence and terms of this Agreement in strict confidence and shall not disclose such terms to any third
party, except to legal counsel for the purpose of obtaining advice regarding this Agreement or otherwise as expressly required by law.
Assignor shall not use the Confidential Information and shall not disclose or allow disclosure of the Confidential Information without
Assignee’s prior express, written consent. Promptly upon Assignee’s request, Assignor shall deliver or destroy, as instructed,
all of the Confidential Information.
10. Entire
Agreement; Amendments. This Agreement contains the complete and final agreement between the Parties regarding the subject matter of
this Agreement. No amendment to this Agreement is valid unless made in writing and signed by all Parties to this Agreement.
11. No
Waiver. No failure or delay by either Party in enforcing an obligation or exercising a right or remedy will be deemed a waiver of
that obligation, right or remedy by that Party. No waiver by either Party of a right or remedy with respect to the other Party’s
breach of a term of this Agreement will be deemed a waiver of a right or remedy with respect to any other breach of any other term of
this Agreement. No waiver of a right with respect to a particular obligation in one circumstance will prevent a Party from subsequently
requiring compliance with that obligation on other occasions. The doctrine of affirmation by implied election will not apply.
12. Severability.
If any portion of this Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, the Parties shall
negotiate in good faith to amend the invalid or unenforceable portion in accordance with the Parties’ mutual intent. If no agreement
is reached within five calendar days, the invalid or unenforceable portion, as identified as narrowly as possible, will be stricken from
the Agreement, and such action will not affect in any respect whatsoever the validity or enforceability of the remainder of the Agreement.
13. Governing
Law. This Agreement is governed by and will be construed in accordance with the laws of the State of New York, without giving effect
to any choice of law or conflict of laws principles.
14. General.
This Agreement is binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. This Agreement
is the result of arms-length, good faith negotiations and each Party had every opportunity to review the Agreement with its own counsel.
Any rule of construction that a contract is to be construed against the drafter will not apply. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will be deemed one and the same agreement.
4
To evidence the Parties’
agreement, the Parties have executed this Agreement below as of its Effective Date.
ASSIGNOR:
ASSIGNEE:
NORSIGHT CONSULTING INC.
SILO PHARMA, INC.
By:
By:
(sign)
/s/ Craig North
(sign)
/s/ Eric Weisblum
(print) Craig North
(print) Eric Weisblum
Its: President
Its: Chief Executive Officer
Date: October 1, 2026
Date: October 1, 2026
5
EXHIBIT A
ASSIGNED ASSETS
[*]
6
EXHIBIT B
OPEN SOURCE SOFTWARE
[*]
7
EXHIBIT C
FORM OF WARRANT
See Attached.
8
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