UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Silo Pharma, Inc. |
(Name of Issuer) |
Common stock, par value $0.0001
per share |
(Title of Class of Securities) |
82711P201
(CUSIP Number)
July 18, 2024 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. |
Names of Reporting Persons. |
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Mitchell P. Kopin |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
235,527 |
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
235,527 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
235,527 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
4.99% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
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1. |
Names of Reporting Persons. |
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Daniel B. Asher |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
235,527 |
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
235,527 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
235,527 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
4.99%
(see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
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1. |
Names of Reporting Persons. |
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Intracoastal Capital LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
235,527 |
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
235,527 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
235,527 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
4.99% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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OO |
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Item 1.
Silo Pharma, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
677 N. Washington Boulevard
Sarasota, Florida 34236
Item 2.
| (b) | Address of Principal Business Office or, if none, Residence |
This Schedule 13G is being filed on behalf
of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel
B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital
LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the
“Reporting Persons”).
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
The principal business office of Mr. Kopin
and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher
is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
| (d) | Title of Class of Securities |
Common stock, par value $0.0001
per share, of the Issuer (the “Common Stock”).
82711P201
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
Not applicable.
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on July 18, 2024 (the
“SPA”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 22,
2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 381,819 shares of Common Stock to be
issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock in the
aggregate represent beneficial ownership of approximately 9.3% of the Common Stock, based on (1) 3,720,818 shares of Common Stock
outstanding as of July 18, 2024 as reported by the Issuer, plus (2) 381,819 shares of
Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I)
381,819 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA (“Intracoastal Warrant 1”) because Intracoastal Warrant 1 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any
other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common
Stock and (II) 344,037 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intercoastal
Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the
right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with
the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of
the Reporting Persons may have been deemed to have beneficial ownership of 1,107,675 shares of Common Stock.
(ii) As
of the close of business on July 26, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 235,527
shares of Common Stock issuable upon exercise of Intercoastal Warrant 1, and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 3,720,818 shares of Common Stock outstanding as of July
18, 2024 as reported by the Issuer, plus (2) 763,638 shares of Common Stock issued at the closing of the transaction contemplated by the
SPA and (3) 235,527 shares of Common Stock issuable upon exercise of Intercoastal Warrant 1. The foregoing excludes (I) 146,292 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which
the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 344,037 shares
of Common Stock issuable upon exercise of Intercoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which
the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker
provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 725,856 shares of Common Stock.
| (c) | Number of shares as to which each Reporting Person has: |
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote: 235,527 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 235,527 .
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 26, 2024
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/s/ Mitchell P. Kopin |
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Mitchell P. Kopin |
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/s/ Daniel B. Asher |
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Daniel B. Asher |
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Intracoastal Capital LLC |
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By: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin, Manager |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: July 26, 2024
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/s/ Mitchell P. Kopin |
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Mitchell P. Kopin |
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/s/ Daniel B. Asher |
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Daniel B. Asher |
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Intracoastal Capital LLC |
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By: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin, Manager |
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