UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2024
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to ___________
Commission
File Number: 001-41512
SILO
PHARMA, INC.
(Exact
name of registrant as specified in its charter)
Nevada | | 27-3046338 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
677 N. Washington Boulevard Sarasota, Florida | | 34236 |
(Address of principal executive offices) | | (Zip code) |
(718)
400-9031
(Registrant’s telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Exchange 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock, par value $0.0001 per share, outstanding
as of November 12, 2024 was: 4,484,456.
SILO
PHARMA, INC. AND SUBSIDIARY
FORM 10-Q
SEPTEMBER 30, 2024
TABLE
OF CONTENTS
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other
than statements of historical facts, contained in this report, including statements regarding our strategy, future operations, future
financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth, are forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,”
“will,” “would,” “should,” “expect,” “plan,”, “anticipate,” “believe,”
“estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,”
“continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report
on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include, but are not limited to:
| ● | our
ability to obtain additional funds for our operations; |
| ● | our
financial performance; |
| ● | risks
relating to the timing and costs of clinical trials and the timing and costs of other expenses; |
| ● | risks
related to market acceptance of products; |
| ● | intellectual
property risks; |
| ● | the
impact of government regulation and developments relating to our competitors or our industry; |
| ● | our
competitive position; |
| ● | our
industry environment; |
| ● | our
anticipated financial and operating results, including anticipated sources of revenues; |
| ● | assumptions
regarding the size of the available market, benefits of our products, product pricing and
timing of product launches; |
| ● | our
estimates of our expenses, losses, future revenue and capital requirements, including our
needs for additional financing; |
| ● | our
ability to attract and retain qualified key management and technical personnel; |
| ● | statements
regarding our goals, intensions, plans and expectations, including the introduction of new
products and markets; |
| ● | our
cash needs and financing plans. |
These
statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ
materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and
elsewhere in this report.
Any
forward-looking statement in this report reflects our current view with respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance.
You should read this report completely and with the understanding that our actual future results may be materially different from any
future results expressed or implied by these forward-looking statements.
This
report also contains estimates, projections and other information concerning our industry, our business and our markets, including data
regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections
or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events
and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and
other data from reports, research surveys, studies and similar data prepared by third parties, industry, and general publications, government
data and similar sources. While we believe that the reports, research surveys, studies and similar data prepared by third parties are
reliable, we have not independently verified the data contained in them.
You
are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report. Except as
required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect
any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date
hereof. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Quarterly
Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
SILO
PHARMA, INC. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
| |
September
30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash and
cash equivalents | |
$ | 4,860,890 | | |
$ | 3,524,308 | |
Short-term debt
investments | |
| 3,154,443 | | |
| 4,140,880 | |
Prepaid
expenses and other current assets | |
| 246,454 | | |
| 15,970 | |
| |
| | | |
| | |
Total Current Assets | |
| 8,261,787 | | |
| 7,681,158 | |
| |
| | | |
| | |
LONG-TERM ASSETS: | |
| | | |
| | |
Prepaid expenses and other assets - non-current | |
| 60,604 | | |
| 64,983 | |
Intangible assets,
net | |
| 244,308 | | |
| - | |
| |
| | | |
| | |
Total Long-Term Assets | |
| 304,912 | | |
| 64,983 | |
| |
| | | |
| | |
Total Assets | |
$ | 8,566,699 | | |
$ | 7,746,141 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable and
accrued expenses | |
$ | 972,730 | | |
$ | 703,488 | |
Deferred
revenue - current portion | |
| 72,102 | | |
| 72,102 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 1,044,832 | | |
| 775,590 | |
| |
| | | |
| | |
LONG TERM LIABILITIES: | |
| | | |
| | |
Deferred
revenue - long-term portion | |
| 739,604 | | |
| 793,680 | |
| |
| | | |
| | |
Total
Long Term Liabilities | |
| 739,604 | | |
| 793,680 | |
| |
| | | |
| | |
Total Liabilities | |
| 1,784,436 | | |
| 1,569,270 | |
| |
| | | |
| | |
Commitment and Contingencies (see Note 7) | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
Preferred stock, $0.0001 par value, 5,000,000 shares authorized: none designated as of September 30, 2024 and December 31, 2023 | |
| | | |
| | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,488,296 and 3,159,096 shares issued and 4,484,456 and 2,906,241 shares outstanding at September 30, 2024 and December 31, 2023, respectively | |
| 449 | | |
| 316 | |
Additional paid-in capital | |
| 20,302,356 | | |
| 17,525,714 | |
Treasury stock, at cost (3,840 and 252,855 shares on September 30, 2024 and December 31, 2023, respectively) | |
| (6,268 | ) | |
| (471,121 | ) |
Accumulated other comprehensive
income (loss) | |
| 19,797 | | |
| (6,227 | ) |
Accumulated
deficit | |
| (13,534,071 | ) | |
| (10,871,811 | ) |
| |
| | | |
| | |
Total Stockholders’
Equity | |
| 6,782,263 | | |
| 6,176,871 | |
| |
| | | |
| | |
Total Liabilities and
Stockholders’ Equity | |
$ | 8,566,699 | | |
$ | 7,746,141 | |
See
accompanying notes to unaudited consolidated financial statements.
SILO
PHARMA, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| |
For the Three Months Ended | | |
For the Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
LICENSE FEE REVENUES | |
$ | 18,025 | | |
$ | 18,025 | | |
$ | 54,076 | | |
$ | 54,076 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF REVENUES | |
| 1,459 | | |
| 1,459 | | |
| 4,378 | | |
| 4,378 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 16,566 | | |
| 16,566 | | |
| 49,698 | | |
| 49,698 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
Compensation expense | |
| 169,736 | | |
| 379,294 | | |
| 511,463 | | |
| 710,737 | |
Professional fees | |
| 258,887 | | |
| 338,164 | | |
| 899,954 | | |
| 1,273,729 | |
Research and development | |
| 517,548 | | |
| 174,495 | | |
| 1,292,437 | | |
| 508,127 | |
Insurance expense | |
| 21,100 | | |
| 25,915 | | |
| 63,905 | | |
| 72,811 | |
Selling, general and administrative expenses | |
| 59,350 | | |
| (127,904 | ) | |
| 174,281 | | |
| 176,162 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 1,026,621 | | |
| 789,964 | | |
| 2,942,040 | | |
| 2,741,566 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (1,010,055 | ) | |
| (773,398 | ) | |
| (2,892,342 | ) | |
| (2,691,868 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
Interest and dividend income, net | |
| 84,940 | | |
| 116,178 | | |
| 250,159 | | |
| 290,150 | |
Interest expense | |
| (1,081 | ) | |
| (1,078 | ) | |
| (4,810 | ) | |
| (4,596 | ) |
Net realized loss on short-term debt investments | |
| - | | |
| (1,862 | ) | |
| (1,025 | ) | |
| (4,041 | ) |
Penalty from early termination of certificate of deposit | |
| - | | |
| - | | |
| - | | |
| (166,034 | ) |
Net unrealized loss on equity investments | |
| - | | |
| - | | |
| - | | |
| (3,118 | ) |
Foreign currency transaction loss | |
| (2,618 | ) | |
| - | | |
| (14,242 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Total other income, net | |
| 81,241 | | |
| 113,238 | | |
| 230,082 | | |
| 112,361 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS BEFORE PROVISION FOR INCOME TAXES | |
| (928,814 | ) | |
| (660,160 | ) | |
| (2,662,260 | ) | |
| (2,579,507 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (928,814 | ) | |
$ | (660,160 | ) | |
$ | (2,662,260 | ) | |
$ | (2,579,507 | ) |
| |
| | | |
| | | |
| | | |
| | |
COMPREHENSIVE LOSS: | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (928,814 | ) | |
$ | (660,160 | ) | |
$ | (2,662,260 | ) | |
$ | (2,579,507 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss): | |
| | | |
| | | |
| | | |
| | |
Unrealized gain (loss) on short-term debt investments | |
| 11,771 | | |
| 2,558 | | |
| 26,024 | | |
| (723 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total comprehensive loss | |
$ | (917,043 | ) | |
$ | (657,602 | ) | |
$ | (2,636,236 | ) | |
$ | (2,580,230 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER COMMON SHARE: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (0.22 | ) | |
$ | (0.21 | ) | |
$ | (0.78 | ) | |
$ | (0.82 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 4,301,847 | | |
| 3,108,797 | | |
| 3,410,415 | | |
| 3,140,299 | |
See
accompanying notes to unaudited consolidated financial statements.
SILO
PHARMA, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
| |
| | |
| | |
Additional | | |
| | |
| | |
Accumulated
Other | | |
| | |
Total | |
| |
Common
Stock | | |
Paid
In | | |
Treasury
Stock | | |
Comprehensive | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Shares | | |
Amount | | |
Income
(Loss) | | |
Deficit | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance,
December 31, 2023 | |
| 3,159,096 | | |
$ | 316 | | |
$ | 17,525,714 | | |
| 252,855 | | |
$ | (471,121 | ) | |
$ | (6,227 | ) | |
$ | (10,871,811 | ) | |
$ | 6,176,871 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchase
of treasury stock | |
| - | | |
| - | | |
| - | | |
| 72,790 | | |
| (115,452 | ) | |
| - | | |
| - | | |
| (115,452 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
gain on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 32,331 | | |
| - | | |
| 32,331 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (801,667 | ) | |
| (801,667 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
March 31, 2024 | |
| 3,159,096 | | |
| 316 | | |
| 17,525,714 | | |
| 325,645 | | |
| (586,573 | ) | |
| 26,104 | | |
| (11,673,478 | ) | |
| 5,292,083 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sale
of common stock and pre-funded warrants | |
| 883,395 | | |
| 89 | | |
| 1,673,127 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,673,216 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercise
of pre-funded warrants | |
| 34,037 | | |
| 3 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchase
of treasury stock | |
| - | | |
| - | | |
| - | | |
| 30,065 | | |
| (57,661 | ) | |
| - | | |
| - | | |
| (57,661 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
loss on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (18,078 | ) | |
| - | | |
| (18,078 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (931,779 | ) | |
| (931,779 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
June 30, 2024 | |
| 4,076,528 | | |
| 408 | | |
| 19,198,841 | | |
| 355,710 | | |
| (644,234 | ) | |
| 8,026 | | |
| (12,605,257 | ) | |
| 5,957,784 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sale
of common stock and warrants | |
| 763,638 | | |
| 76 | | |
| 1,741,446 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,741,522 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancellation
of treasury stock | |
| (351,870 | ) | |
| (35 | ) | |
| (637,931 | ) | |
| (351,870 | ) | |
| 637,966 | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
gain on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 11,771 | | |
| - | | |
| 11,771 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (928,814 | ) | |
| (928,814 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
September 30, 2024 | |
| 4,488,296 | | |
$ | 449 | | |
$ | 20,302,356 | | |
| 3,840 | | |
$ | (6,268 | ) | |
$ | 19,797 | | |
$ | (13,534,071 | ) | |
$ | 6,782,263 | |
| |
| | |
| | |
Additional | | |
| | |
| | |
Accumulated
Other | | |
| | |
Total | |
| |
Common
Stock | | |
Paid
In | | |
Treasury
Stock | | |
Comprehensive | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Shares | | |
Amount | | |
Income
(Loss) | | |
Deficit | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance,
December 31, 2022 | |
| 3,158,797 | | |
$ | 316 | | |
$ | 17,511,589 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | (7,171,128 | ) | |
$ | 10,340,777 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion
of stock options expense to stock based compensation | |
| - | | |
| - | | |
| 4,237 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,237 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
gain on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,239 | | |
| - | | |
| 5,239 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (906,396 | ) | |
| (906,396 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
March 31, 2023 | |
| 3,158,797 | | |
| 316 | | |
| 17,515,826 | | |
| - | | |
| - | | |
| 5,239 | | |
| (8,077,524 | ) | |
| 9,443,857 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion
of stock options expense to stock based compensation | |
| - | | |
| - | | |
| 4,237 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,237 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchase
of treasury stock | |
| - | | |
| - | | |
| - | | |
| 57,335 | | |
| (130,959 | ) | |
| - | | |
| - | | |
| (130,959 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancellation
of treasury stock | |
| (50,000 | ) | |
| (5 | ) | |
| (114,753 | ) | |
| (50,000 | ) | |
| 114,758 | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
loss on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (8,520 | ) | |
| - | | |
| (8,520 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,012,951 | ) | |
| (1,012,951 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
June 30, 2023 | |
| 3,108,797 | | |
| 311 | | |
| 17,405,310 | | |
| 7,335 | | |
| (16,201 | ) | |
| (3,281 | ) | |
| (9,090,475 | ) | |
| 8,295,664 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion
of stock options expense to stock based compensation | |
| - | | |
| - | | |
| 4,237 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,237 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchase
of treasury stock | |
| - | | |
| - | | |
| - | | |
| 71,958 | | |
| (145,739 | ) | |
| - | | |
| - | | |
| (145,739 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized
gain on short-term debt investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,558 | | |
| - | | |
| 2,558 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (660,160 | ) | |
| (660,160 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
September 30, 2023 | |
| 3,108,797 | | |
$ | 311 | | |
$ | 17,409,547 | | |
| 79,293 | | |
$ | (161,940 | ) | |
$ | (723 | ) | |
$ | (9,750,635 | ) | |
$ | 7,496,560 | |
See
accompanying notes to unaudited consolidated financial statements.
SILO
PHARMA, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the Nine Months Ended | |
| |
September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (2,662,260 | ) | |
$ | (2,579,507 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Stock-based compensation and professional fees | |
| - | | |
| 12,711 | |
Amortization of prepaid stock-based professional fees | |
| - | | |
| 90,067 | |
Amortization expense | |
| 3,092 | | |
| - | |
Net realized loss on short-term investments | |
| 1,025 | | |
| - | |
Net realized loss on equity investments | |
| - | | |
| 4,041 | |
Net unrealized loss on equity investments | |
| - | | |
| 3,118 | |
Change in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses and other current assets | |
| (226,105 | ) | |
| (29,703 | ) |
Interest receivable | |
| - | | |
| (3,590 | ) |
Accounts payable and accrued expenses | |
| 21,842 | | |
| 242,453 | |
Deferred revenue | |
| (54,076 | ) | |
| (54,076 | ) |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (2,916,482 | ) | |
| (2,314,486 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Proceeds from sale of short-term debt investments | |
| 1,149,320 | | |
| 1,891,085 | |
Purchase of short-term debt investments | |
| (137,884 | ) | |
| (10,467,096 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | |
| 1,011,436 | | |
| (8,576,011 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from sale of common stock and pre-funded warrants | |
| 1,673,216 | | |
| - | |
Proceeds from sale of common stock and warrants | |
| 1,741,522 | | |
| - | |
Proceeds from exercise of pre-funded warrants | |
| 3 | | |
| - | |
Purchase of treasury stock | |
| (173,113 | ) | |
| (276,698 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | |
| 3,241,628 | | |
| (276,698 | ) |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 1,336,582 | | |
| (11,167,195 | ) |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS - beginning of the period | |
| 3,524,308 | | |
| 11,367,034 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS - end of the period | |
$ | 4,860,890 | | |
$ | 199,839 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest | |
$ | 4,810 | | |
$ | 4,596 | |
Income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Change in accumulated other comprehensive income | |
$ | 26,024 | | |
$ | 723 | |
Increase in intangible assets and accounts payable and accrued expenses | |
$ | 247,400 | | |
$ | - | |
Cancellation of treasury stock | |
$ | 637,966 | | |
$ | 114,758 | |
See
accompanying notes to unaudited consolidated financial statements.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
NOTE
1 – ORGANIZATION AND BUSINESS
Silo
Pharma, Inc. (the “Company”) was incorporated in the State of New York on July 13, 2010, under the name Gold Swap, Inc. On
May 21, 2019, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Point
Capital, Inc. to Uppercut Brands, Inc. Thereafter, on September 24, 2020, the Company filed an amendment to its Certificate of Incorporation
with the State of Delaware to change its name from Uppercut Brands, Inc. to Silo Pharma, Inc.
On
January 24, 2013, the Company changed its state of incorporation from New York to Delaware. On December 19, 2023, the Company changed
its state of incorporation from the State of Delaware to the State of Nevada.
On
April 8, 2020, the Company incorporated a new wholly-owned subsidiary, Silo Pharma Inc., in the State of Florida.
The
Company is a developmental stage biopharmaceutical company developing novel therapeutics that address under-served conditions using therapies
that include conventional drugs and psychedelic formulations. The Company is focused on developing (i) an intranasal drug targeting PTSD
and stress-induced anxiety disorders (SPC-15); (ii) a time-release ketamine-based loaded implant for fibromyalgia and chronic pain relief
(SP-26); (iii) an intranasal compound for the treatment of Alzheimer’s disease (SPC-14); and (iv) a CNS-homing peptide targeting
the central nervous system in multiple sclerosis (SPU-16).
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation and Principles of Consolidation
The
accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article
8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the
fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with
U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include
all the information and notes necessary for comprehensive financial statements. These unaudited consolidated financial statements should
be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the
year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission
on March 25, 2024.
The
Company’s unaudited consolidated financial statements include financial statements for Silo Pharma, Inc. and its inactive wholly-owned
subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions and balances have been eliminated
in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial
statements which reflect all adjustments, consisting of normal recurring and non-recurring adjustments, considered necessary in its opinion
for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.
Liquidity
As
reflected in the accompanying unaudited consolidated financial statements, the Company generated a net loss of $2,662,260 and used cash
in operations of $2,916,482 during the nine months ended September 30, 2024. Additionally, the Company has an accumulated deficit of
$13,534,071 on September 30, 2024. As of September 30, 2024, the Company had working capital of $7,216,955.
The
positive working capital serves to mitigate the conditions that historically raised substantial doubt about the Company’s ability
to continue as a going concern. The Company believes that the Company has sufficient cash and liquid short-term investments to meet its
obligations for a minimum of twelve months from the date of this filing.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Use
of Estimates
The
preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate
could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates.
Significant estimates during the nine months ended September 30, 2024 and 2023 include the collectability of notes receivable, the percentage
of completion of research and development projects, valuation of equity investments, valuation allowances for deferred tax assets, and
the fair value of shares and stock options issued for services.
Cash
and Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial
institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of
such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.
On September 30, 2024 and December 31, 2023, the Company had cash in excess of FDIC limits of approximately $4,177,000 and $2,805,000,
respectively. In connection with the early termination of a certificate of deposit, during the nine months ended September 30, 2023, the
Company paid a penalty of $166,034, which is reflected on the accompanying unaudited consolidated statements of operations and comprehensive
loss. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses
or make other payments.
Short-Term
Investments
The
Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of highly rated
U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale
at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities
prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets
in the unaudited consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other
comprehensive income and as a component of the unaudited consolidated statements of comprehensive loss. Gains and losses are recognized
when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net
in the unaudited consolidated statements of operations and comprehensive loss.
An
impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The
Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events
or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based
on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as
adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell
or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis.
The Company recorded $11,771 and $26,024 of unrealized
gain on short-term investments as a component of accumulated other comprehensive income (loss) for the three and nine months ended September
30, 2024, respectively. The Company recorded $2,558 and $(723) of unrealized gain (loss) as a component of accumulated other comprehensive
loss for the three and nine months ended September 30, 2023, respectively.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Equity
Investments, at Fair Value
Realized
gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s carrying value
and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific
identification. Net unrealized gains or losses are computed as the difference between the fair value of the investment and the cost basis
of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the
carrying value at the beginning of the period and the fair value at the end of the period. As of September 30, 2024 and December 31,
2023, the Company had no such investments.
Note
Receivable
The
Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries.
The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs,
as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance
for doubtful accounts is recorded as part of general and administrative expenses. As of December 31, 2023, the Company recognized an
allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable losses, and accordingly,
the Company recorded bad debt expense of $69,600, which represents the note receivable principal balance of $60,000 and accrued interest
receivable of $9,600. As of September 30, 2024, there were no subsequent collections of previously written-off notes receivable.
Prepaid
Expenses
Prepaid
expenses and other current assets of $246,454 and $15,970 on September 30, 2024 and December 31, 2023, respectively, consist primarily
of costs paid for future services which will occur within a year. On September 30, 2024 and December 31, 2023, prepaid expenses and other
assets – non-current amounted to $60,604 and $64,983, respectively, and consist primarily of costs paid for future services which
will occur after a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, research and development,
license fees, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective
agreements, which may exceed a year of service.
Intangible
Assets
Intangible
assets, consisting of an exclusive license agreement, are carried at cost less accumulated amortization, computed using the straight-line
method over the estimated useful life of 20 years, less any impairment charges. The Company examines the possibility of decreases in
the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Revenue
Recognition
The
Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue
recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also
requires certain additional disclosures.
For
the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license
agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as
revenues over the term of the related license agreement (see Note 7).
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Cost
of Revenues
The
primary components of cost of revenues on license fees includes the cost of the license fees. Payments made to the licensor that are
related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 7).
Stock-Based
Compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which
requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for
an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment.
Income
Taxes
Deferred
income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities,
as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities
are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred
tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized.
The
Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 740-10, “Uncertainty in Income
Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may
only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not
believe it has any uncertain tax positions as of September 30, 2024 and December 31, 2023 that would require either recognition or disclosure
in the accompanying unaudited consolidated financial statements.
Research
and Development
In
accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.
During the nine months ended September 30, 2024 and 2023, research and development costs were $1,292,437 and $508,127, respectively.
During the three months ended September 30, 2024 and 2023, research and development costs were $517,548 and $174,495, respectively.
Leases
Leases
are accounted for using ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 sets out the principles for the recognition,
measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard requires
lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the
lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based
on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize a right-of-use
asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term
of 12 months or less will be accounted for similar to existing guidance for operating leases today. As of September 30, 2024 and December
31, 2023, the Company has no leases. The Company will analyze any lease to determine if it would be required to record a lease liability
and a right of use asset on its unaudited consolidated balance sheets at fair value upon adoption of ASU 2016-02. The Company has elected
not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.
Net
Loss per Common Share
Basic
loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock
outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted
average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period
using the as-if converted method. Potentially dilutive securities which include stock options and stock warrants are excluded from the
computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
The
following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be
anti-dilutive for the nine months ended September 30, 2024 and 2023:
| |
September
30, | | |
September
30, | |
| |
2024 | | |
2023 | |
Stock options | |
| 24,850 | | |
| 28,850 | |
Warrants | |
| 2,211,730 | | |
| 404,580 | |
| |
| 2,236,580 | | |
| 433,430 | |
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the Company’s unaudited consolidated financial statements.
NOTE
3 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Fair
Value Measurements and Fair Value of Financial Instruments
FASB
ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures
about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the
fair value of financial instruments are based on pertinent information available to the Company on September 30, 2024 and December 31,
2023. Accordingly, the estimates presented in these unaudited consolidated financial statements are not necessarily indicative of the
amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques
based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained
from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs
(Level 3 measurement).
|
Level
1 - |
Inputs
are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
|
|
|
Level
2 - |
Inputs
are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets
and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated
by observable market data. |
|
|
|
|
Level
3 - |
Inputs
are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would
use in pricing the asset or liability based on the best available information. |
The
carrying value of certain financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, notes
receivable, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because
of the short-term nature of these instruments.
The
Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s
(the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified
in their entirety based on the lowest level of input that is significant to the fair value measurement.
The
following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on
a recurring basis as of September 30, 2024 and December 31, 2023.
| |
September
30, 2024 | | |
December
31, 2023 | |
Description | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Level
1 | | |
Level
2 | | |
Level
3 | |
Short-term
debt investments | |
$ | 3,154,443 | | |
$ | - | | |
$ | - | | |
$ | 4,140,880 | | |
$ | - | | |
$ | - | |
The Company’s short-term debt investments
are level 1 measurements and are based on redemption value at each date.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Short-Term
Investments – Debt Securities, at Fair Value
The
following table summarizes activity in the Company’s short-term investments, at fair value for the periods presented:
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2024 |
|
|
2023 |
|
Balance, beginning of period |
|
$ |
4,140,880 |
|
|
$ |
- |
|
Additions |
|
|
137,884 |
|
|
|
10,467,096 |
|
Sales of short-term debt investments |
|
|
(1,149,320 |
) |
|
|
(1,895,126 |
) |
Net realized loss on the sale of short-term
investments |
|
|
(1,025 |
) |
|
|
- |
|
Unrealized gain (loss) |
|
|
26,024 |
|
|
|
(723 |
) |
Balance, end of period |
|
$ |
3,154,443 |
|
|
$ |
8,571,247 |
|
ASC
825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
equity instruments.
NOTE
4 – INTANGIBLE ASSETS
On
July 1, 2024, the Company entered into an exclusive license agreement (the “Columbia License Agreement”) with Columbia University
(“Columbia”) with an effective date of June 28, 2024 (the “Effective Date”) and pursuant to which the Company
has been granted exclusive rights to certain patents and technical information to develop, manufacture and commercialize Products (as
defined in the Columbia License Agreement), including therapies for stress-induced affective disorders and other conditions for a cost
of $247,400, which has been accrued as of September 30, 2024 and included in accounts payable and accrued expenses on the accompanying
unaudited consolidated balance sheet. The term of the Columbia License Agreement shall commence on the Effective Date and shall continue
on a country-by-country and product-by-product basis until the latest of: (a) the date of expiration of the last to expire of the issued
Patents (as defined in the Columbia License Agreement), (b) 20 years after the first bona fide commercial sale of the Product in the
country in question, or (c) expiration of any market exclusivity period granted by a regulatory agency for a Product in the country in
question (See Note 7).
On
September 30, 2024 and December 31, 2023, intangible assets consisted of the following:
| | Useful life | | September 30, 2024 | | | December 31, 2023 | |
License | | 20 years | | $ | 247,400 | | | $ | - | |
Less: accumulated amortization | | | | | (3,092 | ) | | | - | |
| | | | $ | 244,308 | | | $ | - | |
Amortization
of intangible assets with finite lives attributable to future periods is as follows:
Year ending
September 30: | |
Amount | |
2025 | |
$ | 12,370 | |
2026 | |
| 12,370 | |
2027 | |
| 12,370 | |
2028 | |
| 12,370 | |
2029 | |
| 12,370 | |
Thereafter | |
| 182,458 | |
Total | |
$ | 244,308 | |
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
NOTE
5 – STOCKHOLDERS’ EQUITY
Shares
Authorized
On
December 19, 2023, the Company reincorporated as a Nevada corporation and filed Articles of Incorporation with the Nevada Secretary of
State on such date. The Company has 105,000,000 shares authorized which consist of 100,000,000 shares of common stock and 5,000,000 shares
of preferred stock.
Common
Stock Issued for Services
On August 29, 2022, the Company entered into a
one-year consulting agreement with an entity for investor relations services. In connection with this consulting agreement, the Company
issued 20,000 restricted common shares of the Company to the consultant. These shares vest immediately. These shares were valued at $135,100,
or $6.755 per common share, based on contemporaneous common share sales by the Company. In connection with this consulting agreement,
during the nine months ended September 30, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $90,067, respectively.
Sale
of Common Stock and Warrants
June
2024
On
June 4, 2024, the Company entered into a securities purchase agreement (the “June 2024 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to sell to such investors 883,395 shares (the “Shares”) of
common stock of the Company (the “Common Stock”) at a purchase price of $2.18 per share of Common Stock, and pre-funded warrants
(the “Pre-Funded Warrants”) to purchase up to 34,037 shares of Common Stock of the Company (the “Pre-Funded Warrant
Shares”), having an exercise price of $0.0001 per share, and a purchase price of $2.1799 per Pre-Funded Warrant (the “Offering”).
The shares of Common Stock and Pre-Funded Warrants (and shares of common stock underlying the Pre-Funded Warrants) were offered by the
Company pursuant to its shelf registration statement on Form S-3 (File No. 333-276658), which was declared effective by the Securities
and Exchange Commission on January 30, 2024.
Concurrently
with the sale of Common Stock and/or the Pre-Funded Warrants, pursuant to the June 2024 Purchase Agreement in a private placement, for
each share of Common Stock and/or Pre-Funded Warrant purchased by the investors, such investors received from the Company an unregistered
warrant (the “June 2024 Common Warrant”) to purchase one share of Common Stock (the “June 2024 Common Warrant Shares”).
Accordingly, the Company issued an aggregate of 917,432 June 2024 Common Warrants to the Investors. The June 2024 Common Warrants have
an exercise price of $2.06 per share and are exercisable immediately upon issuance for a five-year period.
On
April 23, 2024, the Company entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the
“Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts”
basis in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.5% of the gross
proceeds from the sale of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the Offering.
The Company also agreed to issue the Placement Agent (or its designees) a warrant (the “June 2024 Placement Agent Warrant”)
to purchase up to 7.5% of the aggregate number of shares of Common Stock and/or Pre-Funded Warrants sold in the offering, In connection
with the June 2024 Purchase Agreement, the Company paid the Placement Agent a cash fee and management fee of $170,000 and the Placement
Agent received the June 2024 Placement Agent Warrants to purchase up to 68,807 shares of Common Stock, at an exercise price equal to
125.0% of the offering price per share of Common Stock, or $2.725 per share. The June 2024 Placement Agent Warrants are exercisable immediately
upon issuance for a period of five years following the commencement of the sales pursuant to the Offering. In addition, the Company paid
the Placement Agent $25,000 for non-accountable expenses, $50,000 for legal expenses and other out-of-pocket expenses and $15,950 for
clearing fees.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
The
closing of the sales of these securities under the June 2024 Purchase Agreement took place on June 6, 2024. The public offering price
for each share of Common Stock was $2.18 for aggregate gross proceeds of $1,925,801, and public offering price for the Pre-Funded Warrants
was $2.1799 for each Pre-Funded Warrant for aggregate gross proceeds of $74,201. In connection with this Offering, the Company raised
aggregate gross proceeds of $2,000,002 and received net proceeds of $1,673,216, net of Underwriters discounts and offering costs of $260,950
and legal fees of $65,833. The Company is using the net proceeds from the offering for working capital and other general corporate purposes.
The
per share exercise price for the Pre-Funded Warrants was $0.0001 and the Pre-Funded Warrants were exercisable immediately. The Underwriters
immediately exercised the 34,037 Pre-Funded Warrants and the Underwriters received 34,037 shares of Common Stock for cash proceeds of
$3. The Pre-Funded Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized
trading system.
The
June 2024 Common Warrants and the Common Warrant Shares were sold without registration under the Securities Act of 1933 (the “Securities
Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering
and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable
state laws.
Pursuant
to the terms of the June 2024 Purchase Agreement and subject to certain exceptions as set forth in the June 2024 Purchase Agreement,
from the date of the June 2024 Purchase Agreement until fifteen (15) days after the Closing Date, neither the Company nor any Subsidiary
shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common
Stock Equivalents. In addition, until the one year from the Closing Date, the Company is prohibited from entering into a Variable Rate
Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions.
The
Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing
for the resale of the Common Warrant Shares (the “Resale Registration Statement”) within 45 calendar days of the date of
the Purchase Agreement (the “Filing Date”), and to use commercially reasonable efforts to cause the Resale Registration Statement
to be declared effective by the SEC within 60 calendar days following the date of the Filing Date and to keep the Resale Registration
Statement effective at all times until the Holders no longer own any June 2024 Common Warrants or Common Warrant Shares.
July
2024
On
July 18, 2024, the Company entered into a securities purchase agreement (the “July 2024 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to sell to such investors 763,638 shares (the “Shares”) of
common stock of the Company (the “Common Stock”), at a purchase price of $2.75 per share of Common Stock (the “Offering”).
The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-276658),
which was declared effective by the Securities and Exchange Commission on January 30, 2024.
Concurrently
with the sale of Common Stock, pursuant to the July 2024 Purchase Agreement in a private placement, for each share of Common Stock purchased
by the investors, such investors received from the Company an unregistered warrant (the “July 2024 Common Warrants”) to purchase
one share of common stock for an aggregate of 763,638 July 2024 Common Warrants. The July 2024 Common Warrants have an exercise price
of $2.75 per share and are exercisable immediately upon issuance for a five-year period.
The
closing of the sales of these securities under the July 2024 Purchase Agreement took place on July 22, 2024. The gross proceeds from
the offering were $2,100,005, prior to deducting placement agent’s fees and other offering expenses payable by the Company, and
the Company received net proceeds of $1,741,522, net of Underwriters discounts and offering costs of $269,450 and legal fees and other
fees of $89,033. The Company is using the net proceeds from the offering for working capital and other general corporate purposes.
In connection with the April 23, 2024 engagement
agreement with the Placement Agent discussed above, in connection with the July 2024 Purchase Agreement, the Placement Agent received
warrants to purchase up to 57,273 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of Common
Stock, or $3.4375 per share (the “July 2024 Placement Agent Warrant”).
The
July 2024 Common Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance
on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated
under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
The July 2024 Placement Agent Warrants are exercisable
immediately upon issuance for a period of five years following the commencement of the sales pursuant to the Offering. In addition, the
Company paid to pay the Placement Agent $25,000 for non-accountable expenses, $50,000 for legal expenses and other out-of-pocket expenses
and $15,950 for clearing fees.
Pursuant
to the terms of the July 2024 Purchase Agreement and subject to certain exceptions as set forth in the July 2024 Purchase Agreement,
from the date of the Purchase Agreement until fifteen days after the Closing Date, neither the Company nor any Subsidiary shall issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.
In addition, until the one year from the Closing Date, the Company is prohibited from entering into a Variable Rate Transaction (as defined
in the Purchase Agreement), subject to certain limited exceptions.
Each
of our executive officers and directors have agreed, subject to certain exceptions, not to dispose of or hedge any shares of Common Stock
or securities convertible into or exchangeable for shares of Common Stock during the period from the date of the lock-up agreement continuing
through the fifteen (15) days after the closing of this offering.
The
Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing
for the resale of the Common Warrant Shares (the “Resale Registration Statement”) within 45 calendar days of the date of
the Purchase Agreement (the “Filing Date”), and to use commercially reasonable efforts to cause the Resale Registration Statement
to be declared effective by the SEC within 75 calendar days following the date of the Filing Date and to keep the Resale Registration
Statement effective at all times until the Holders no longer own any Common Warrants or Common Warrant Shares.
Stock
Repurchase Plan
On
January 26, 2023, the Company’s Board of Directors authorized a stock repurchase plan to repurchase up to $1 million of the
Company’s issued and outstanding common stock, from time to time, with such plan to be in place until December 31, 2023. On January
9, 2024, the Board of Directors of the Company approved an extension of the previously announced stock repurchase program authorizing
the purchase of up to $1 million of the Company’s common stock until March 31, 2024, on April 4, 2024, the Stock Repurchase Plan
was extended to April 30. During the year ended December 31, 2023, the Company purchased 252,855 shares of common stock for a cost of
$471,121, which is reflected in treasury stock on the accompanying unaudited consolidated balance sheet. During the nine months ended
September 30, 2024, the Company purchased 102,855 shares of common stock for a cost of $173,113. As of September 30, 2024, the Company
has repurchased an aggregate of 355,710 shares of its common stock for a total cost of $644,234 pursuant to its Stock Repurchase Program.
In September 2024, 351,870 shares treasury shares for a cost of $637,966 were cancelled.
Stock
Options
On
January 18, 2021, the Company’s board of directors (“Board”) approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive
Plan (the “2020 Plan”) to incentivize employees, officers, directors and consultants of the Company and its affiliates. 170,000
shares of common stock are reserved and available for issuance under the 2020 Plan, provided that certain exempt awards (as defined in
the 2020 Plan), shall not count against such share limit. The 2020 Plan provides for the grant, from time to time, at the discretion
of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted
stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. The 2020 Plan shall
terminate on the tenth anniversary of the date of adoption by the Board. Subject to certain restrictions, the Board may amend or terminate
the Plan at any time and for any reason. An amendment of the 2020 Plan shall be subject to the approval of the Company’s stockholders
only to the extent required by applicable laws, rules or regulations. On March 10, 2021, the 2020 Plan was approved by the stockholders.
On September 15, 2023, our Board of Directors adopted the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan
which was approved by the Company’s stockholders on December 4, 2023. The Amended and Restated Omnibus Equity Incentive Plan (i)
increases the number of shares of common stock that may be issued under such plan by 300,000 shares to 470,000 shares and (ii) includes
clawback provisions to comply with recent developments of applicable law.
During
the nine months ended September 30, 2024 and 2023, the Company amortized $0 and $8,474 of the deferred compensation which was recorded
as compensation expense in the accompanying unaudited consolidated statement of operations and comprehensive loss, respectively. As of
September 30, 2024 and December 31, 2023, there were no remaining deferred compensation costs.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Stock
option activities for the nine months ended September 30, 2024 are summarized as follows:
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term (Years) | | | Aggregate Intrinsic Value | |
Balance Outstanding, December 31, 2023 | | | 28,850 | | | $ | 7.28 | | | | 5.31 | | | $ | 8,610 | |
Expired | | | (4,000 | ) | | | 0.005 | | | | - | | | | - | |
Balance Outstanding, September 30, 2024 | | | 24,850 | | | $ | 8.45 | | | | 5.35 | | | $ | 2,190 | |
Exercisable, September 30, 2024 | | | 24,850 | | | $ | 8.45 | | | | 5.35 | | | $ | 2,190 | |
Stock
Warrants
As
discussed above, on June 4, 2024, the Company Pre-Funded Warrants to purchase up to 34,037 shares of Common Stock of the Company, having
an exercise price of $0.0001 per share, and a purchase price of $2.1799 per Pre-Funded Warrant, The per share exercise price for the
Pre-Funded Warrants was $0.0001 and the Pre-Funded Warrants were exercisable immediately. The Underwriters immediately exercised the
34,037 Pre-Funded Warrants and the Underwriters received 34,037 shares of Common Stock for cash proceeds of $3.
On
June 4, 2024, concurrently with the sale of Common Stock and/or the Pre-Funded Warrants, pursuant to the June 2024 Purchase Agreement
in a private placement as discussed above, the Company issued an aggregate of 917,432 Common Warrants to the Investors. The Common Warrants
have an exercise price of $2.06 per share and are exercisable immediately upon issuance for a five-year period. Additionally, the Placement
Agent received Placement Agent Warrants to purchase up to 68,807 shares of Common Stock, at an exercise price equal to 125.0% of the
offering price per share of Common Stock, or $2.725 per share. The Placement Agent Warrants are exercisable immediately upon issuance
for a period of five years.
On
July 18, 2024, concurrently with the sale of Common Stock, pursuant to the July 2024 Purchase Agreement in a private placement as discussed
above, the Company issued an aggregate of 763,638 July 2024 Common Warrants to the Investors. The July 2024 Common Warrants have an exercise
price of $2.06 per share and are exercisable immediately upon issuance for a five-year period. Additionally, the Placement Agent received
July 2024 Placement Agent Warrants to purchase up to 68,807 shares of Common Stock, at an exercise price equal to 125.0% of the offering
price per share of Common Stock, or $2.725 per share. The July 2024 Placement Agent Warrants are exercisable immediately upon issuance
for a period of five years.
Warrant
activities for the nine months ended September 30, 2024 are summarized as follows:
| | Number of Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term (Years) | | | Aggregate Intrinsic Value | |
Balance Outstanding, December 31, 2023 | | | 404,580 | | | $ | 14.05 | | | | 2.31 | | | $ | - | |
Granted | | | 1,841,187 | | | | 2.38 | | | | - | | | | - | |
Exercised | | | (34,037 | ) | | | 0.0001 | | | | | | | | | |
Balance Outstanding, September 30, 2024 | | | 2,211,730 | | | $ | 4.55 | | | | 4.15 | | | $ | - | |
Exercisable, September 30, 2024 | | | 2,211,730 | | | $ | 4.55 | | | | 4.15 | | | $ | - | |
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
NOTE 6
– CONCENTRATIONS
Customer
concentration
For
the nine months ended September 30, 2024 and 2023, one licensee accounted for 100% total revenues from customer license fees.
Vendor
concentrations
For
the nine months ended September 30, 2024, two licensors accounted for 100% of the Company’s vendor license agreements (see Note
7) related to the Company’s biopharmaceutical operations. For the nine months ended September 30, 2023, one licensor accounted
for 100% of the Company’s vendor license agreements (see Note 7) related to the Company’s biopharmaceutical operations.
NOTE
7 – COMMITMENTS AND CONTINGENCIES
Employment
Agreements
Eric
Weisblum
On
October 12, 2022, the Company entered into an employment agreement with Eric Weisblum (the “2022 Weisblum Employment Agreement”)
pursuant to which Mr. Weisblum’s (i) base salary will be $350,000 per year, (ii) Mr. Weisblum was paid a one-time signing bonus
of $100,000, and (iii) Mr. Weisblum shall be entitled to receive an annual bonus of up to $350,000, subject to the sole discretion of
the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and upon the achievement
of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). In addition, pursuant
to the 2022 Weisblum Employment Agreement, upon termination of Mr. Weisblum’s employment for death or Total Disability (as defined
in the 2022 Weisblum Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his
termination and any other benefits accrued to him under any Benefit Plans (as defined in the 2022 Weisblum Employment Agreement) outstanding
at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Weisblum
Payments”), Mr. Weisblum shall also be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii)
if Mr. Weisblum elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the 2022 Weisblum Employment
Agreement), then for a period of 24 months following Mr. Weisblum’s termination he will be obligated to pay only the portion of
the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective
plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which
Mr. Weisblum was a participant as of the date of his termination (together with the Weisblum Payments, the “Weisblum Severance”).
Furthermore, pursuant to the 2022 Weisblum Employment Agreement, upon Mr. Weisblum’s termination (i) at his option (A) upon 90
days prior written notice to the Company or (B) for Good Reason (as defined in the 2022 Weisblum Employment Agreement), (ii) termination
by the Company without Cause (as defined in the 2022 Weisblum Employment Agreement) or (iii) termination of Mr. Weisblum’s employment
within 40 days of the consummation of a Change in Control Transaction (as defined in the Weisblum Employment Agreement), Mr. Weisblum
shall receive the Weisblum Severance; provided, however, Mr. Weisblum shall be entitled to a pro-rated Annual Bonus of at least $200,000.
In addition, any equity grants issued to Mr. Weisblum shall immediately vest upon termination of Mr. Weisblum’s employment by him
for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Weisblum, without Cause. In September 2023 and
October 2022, the Company paid a bonus of $200,000 and $100,000 to Mr. Weisblum, respectively.
Daniel
Ryweck
On
September 27, 2022, the Board appointed Daniel Ryweck as Chief Financial Officer of the Company. On September 28, 2022, the Company entered
into an employment agreement (the “Ryweck Employment Agreement”) with Mr. Ryweck. Pursuant to the terms of the Ryweck Employment
Agreement, which was amended on October 12, 2022, Mr. Ryweck will (i) receive a base salary at an annual rate of $60,000 (the “Base
Compensation”) payable in equal monthly installments, and (ii) be eligible to receive an annual discretionary bonus. The term of
Mr. Ryweck’s engagement under the Ryweck Employment Agreement commenced on September 28, 2022 and continued until September 28,
2023, unless earlier terminated in accordance with the terms of the Ryweck Employment Agreement. The term of Mr. Ryweck’s Employment
Agreement was automatically renewed until September 28, 2025 and will automatically renew for successive one-year periods until terminated
by Mr. Ryweck or the Company.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Dr.
James Kuo
On January 27, 2022, the Company and Dr. James
Kuo entered into an employment agreement (“Kuo Employment Agreement”) for Dr. Kuo to serve as the Vice President of Research
& Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a
period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written
notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days prior to the applicable renewal date.
Dr. Kuo shall be paid an annual base salary of $30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a
bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors (“Board”) and shall
be payable at the Company’s sole option in stock or in cash. In addition, an aggregate of 16,000 incentive stock options were granted
under the 2020 Plan to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vested as follows:
(i) 6,000 stock options upon issuance; (ii) 5,000 vested on October 31, 2022 and; (iii) 5,000 vested on October 31, 2023. The 16,000 stock
options had a fair value of $94,915 which valued at grant date using Binomial Lattice option pricing model with the following assumptions:
risk-free interest rate of 1.18%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility
of 117% based on calculated volatility. The Company recorded the fair value of the stock options, in the amount of $94,915, as deferred
compensation which is being amortized over the vesting period. During the nine months ended September 30, 2024 and 2023, the Company amortized
$0 and $12,711 of the deferred compensation which was recorded as compensation expenses in the unaudited consolidated statement of operations
and comprehensive loss, respectively. As of September 30, 2024 and December 31, 2023, there was no remaining deferred compensation related
to these issuances. (see Note 5).
License
Agreements between the Company and Vendors
Master
License Agreement with the University of Maryland, Baltimore
As
disclosed above, effective as of February 12, 2021, the Company and University of Maryland, Baltimore (“UMB”), entered into
the Master License Agreement (“Master License Agreement”) which grants the Company an exclusive, worldwide, sublicensable,
royalty-bearing license to certain intellectual property: (i) to make, have made, use, sell, offer to sell, and import certain licensed
products and: (ii) to use the invention titled, “Central nervous system-homing peptides in vivo and their use for the investigation
and treatment of multiple sclerosis and other neuroinflammatory pathology” and UMB’s confidential information to develop
and perform certain licensed processes for the therapeutic treatment of neuroinflammatory disease.
The
Master License Agreement will remain in effect on a Licensed Product-by-Licensed Product basis and country-by-country basis until the
later of: (a) the last patent covered under the Master License Agreement expires, (b) the expiration of data protection, new chemical
entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, or (c) 10 years
after the first commercial sale of a Licensed Product in that country, unless earlier terminated in accordance with the provisions of
the Master License Agreement. The term of the Master License Agreement shall expire 15 years after the Master License Agreement Effective
Date in which (a) there were never any patent rights, (b) there was never any data protection, new chemical entity, orphan drug exclusivity,
regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never a first commercial sale of a Licensed
Product.
The
Company may assign, sublicense, grant, or otherwise convey any rights or obligations under the Master License Agreement to a Company
affiliate, without obtaining prior written consent from UMB provided that it meets the terms defined in the Master License Agreement.
The Company may grant sublicenses of some or all of the rights granted by the Master License Agreement, provided that there is no uncured
default or breach of any material term or condition under the Master License Agreement, by Company, at the time of the grant, and that
the grant complies with the terms and conditions of the Master License Agreement. The Company shall be and shall remain responsible for
the performance by each of the Company’s sublicensee. The Company or Company affiliates shall pay to UMB a percentage of all income
received from its sublicensee as follows: (i) 25% of the Company’s sublicense income which is receivable with respect to any sublicense
that is executed before the filing of an NDA (or foreign equivalent) for the first licensed product; and (b) 15% of the Company’s
sublicense income which is receivable with respect to any sublicense that is executed after the filing of an NDA (or foreign equivalent)
for the first licensed product.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Pursuant
to the Master License Agreement, the Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments, (iii) royalty
payments depending on net revenues (see below for payment terms), and (iv) a tiered percentage of sublicense income. The Company paid
to UMB a license fee of $75,000, of which $25,000 was paid in 2021 and $50,000 was paid in February 2022. The Company shall be responsible
for payment of all patent expenses in connection with preparing, filing, prosecution and maintenance of patents or patent applications
relating to the patent rights. The $75,000 license fee was recorded as a prepaid expense and is being amortized over the 15-year term.
During the nine months ended September 30, 2024 and 2023, the Company recognized license fees of $3,750 and $3,750, respectively, from
the amortization of prepaid license fees, which is included in costs of revenues on the accompanying unaudited consolidated statements
of operations. On September 30, 2024, prepaid expense and other current assets – current amounted to $5,000 and prepaid expense
– non-current amounted to $51,875. On December 31, 2023, prepaid expense and other current assets – current amounted to $5,000
and prepaid expense – non-current amounted to $55,625 as reflected in the consolidated balance sheets.
Milestone | | Payment | |
Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product | | $ | 50,000 | |
Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product | | $ | 100,000 | |
Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product | | $ | 250,000 | |
Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product | | $ | 500,000 | |
Achievement of First Commercial Sale of Licensed Product | | $ | 1,000,000 | |
Royalty
Payments Terms:
| (i) | 3% on sales of licensed products (as defined in the Master License Agreement) during the applicable calendar year for sales less than $50,000,000; and |
| (ii) | 5% on sales of licensed products during the applicable calendar year for sales greater than $50,000,000; and |
| (iii) | minimum annual royalty payments, as follows: |
Years | | Minimum Annual Royalty | |
Prior to First Commercial Sale | | $ | N/A | |
Year of First Commercial Sale | | $ | N/A | |
First calendar year following the First Commercial Sale | | $ | 25,000 | |
Second calendar year following the First Commercial Sale | | $ | 25,000 | |
Third calendar year following the First Commercial Sale | | $ | 100,000 | |
On
November 10, 2023, the Company entered into a Third Amendment to Master License Agreement (the “Third Amendment”) with UMB,
pursuant to which the parties agreed to an amended and restated schedule of diligence milestones for the Master License Agreement.
In
April 2021, in connection with the Company’s Sublicense Agreement with Aikido Pharma Inc. (see below - Patent License Agreement
with Aikido Pharma Inc.), the Company paid 25% of its sublicense income to UMB, pursuant to the Master License Agreement, which amounted
to $12,500. During the nine months ended September 30, 2024 and 2023, the Company recognized license fees of $628 and $628, respectively,
from the amortization of the sublicense fee. On September 30, 2024, prepaid expense and other current assets – current amounted
to $838 and prepaid expenses – non-current amounted to $8,729. On December 31, 2023, prepaid expense and other current assets –
current amounted to $838 and prepaid expenses – non-current amounted to $9,358 as reflected in the unaudited consolidated balance
sheets.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
Exclusive
License Agreement with the Trustees of Columbia University in the City of New York
On
July 1, 2024, the Company entered into an exclusive license agreement (the “Columbia License Agreement”) with Columbia University
(“Columbia”) with an effective date of June 28, 2024 (the “Effective Date”) and pursuant to which the Company
has been granted exclusive rights to certain patents and technical information to develop, manufacture and commercialize Products (as
defined in the Columbia License Agreement), including therapies for stress-induced affective disorders and other conditions. The term
of the Columbia License Agreement shall commence on the Effective Date and shall continue on a country-by-country and product-by-product
basis until the latest of: (a) the date of expiration of the last to expire of the issued Patents (as defined in the Columbia License
Agreement), (b) 20 years after the first bona fide commercial sale of the Product in the country in question, or (c) expiration of any
market exclusivity period granted by a regulatory agency for a Product in the country in question. Pursuant to the Columbia License Agreement,
the Company agreed to pay Columbia:
| (i) | an initial license fee of $50,000 due on the Effective Date and included in intangible assets and accounts payable on the accompanying unaudited consolidated balance sheet as of September 30, 2024 (See Note 4). |
| (ii) | an annual license fee of $25,000 payable on the 1st and 2nd anniversary of the Effective Date and an annual license fee of $50,000 payable on the third and subsequent anniversary of the Effective Date. |
|
(iii) |
Royalties
as follows: |
| (A) | Concerning
sales of Products by the Company, its Designees, or their Affiliates in the Territory, a
non-refundable and non-recoverable royalty of the following on a country-by-country and Product-by-Product
basis: |
| (1) | 4% of Net Sales of Patent Products; and |
| | |
| (2) | 2% of Net Sales of Technology Products. |
| (B) | No later than 30 days following the second (2nd) anniversary of the first bona fide commercial sale of a Product by the Company, a Sublicensee, a Designee, or any of their Affiliates to a Third-Party customer, and the first business day of each January after that, the Company shall pay Columbia a non-refundable and non-recoverable minimum royalty payment in the amount of $500,000. The Company may credit each minimum royalty payment against earned royalties accrued during the same calendar year in which the minimum royalty payment is due and payable. To the extent minimum royalty payments exceed the earned royalties accrued during the same calendar year, the Company may not carry over this excess amount to any other year, either to decrease the earned royalties due in that year or to decrease the minimum royalty payments due in that year; and |
| (iv) | Trigger Event Fee: The Company shall pay Columbia a Trigger Event Fee within 30 days after the Initial Date or, if later, within 10 days following the date upon which the Trigger Event Fee. A Trigger Event means any Assignment of the Columbia License Agreement or Change of Control and a Trigger Event Fee shall mean an additional cash license fee equal to 5% of the Business Valuation, as defined in the agreement. |
|
(v) |
The
Company shall reimburse Columbia for patent expenses as follows: |
|
(i) |
The
Company shall reimburse Columbia for the actual fees, costs, and expenses Columbia has incurred before, on, and after the Effective
Date in preparing, filing, prosecuting, and maintaining the Patents (and those patents and patent applications to which Patents claim
priority) (collectively “Patent Expenses”). Patent Expenses include, without limitation, legal fees, the costs of any
interference proceedings, oppositions, re-examinations, or any other ex parte or inter partes administrative proceeding before patent
offices, taxes, annuities, issue fees, working fees, maintenance fees, and renewal charges, plus a five percent processing fee. |
|
(ii) |
Unreimbursed
Patent Expenses that Columbia incurred for legal activities occurring before September 30, 2021 are “Past Patent Expenses.” |
| (iii) | Columbia, using reasonable efforts, estimated that unreimbursed Patent Expenses for legal activities occurring before September 30, 2021 were $197,400 (“Estimated Past Patent Expenses”). The Company shall reimburse Columbia in full no later than thirty (30) days after the Effective Date. On June 28, 2024, the Company considered the Estimated Past Patents Expenses due of $197,400 as part of the cost of entering into the Columbia License Agreement license and accordingly, increased intangible assets and accounts payable by $197,400 (See Note 4). |
|
(iv) |
The
Company will pay any additional unreimbursed Past Patent Expenses within thirty (30) days after receiving an invoice from Columbia
for the additional Past Patent Expenses. |
SILO PHARMA,
INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
| (v) | The
Company will reimburse Columbia for unreimbursed Patent Expenses incurred by Columbia after
the Past Patent Expenses (“Ongoing Patent Expenses”) no later than thirty (30)
days after receiving Columbia’s invoice. |
| (vi) | At
Columbia’s election, Columbia may require advance payment of a reasonable estimate
of Ongoing Patent Expenses (“Estimated Ongoing Patent Expenses”). Columbia shall
give at least thirty (30) days’ notice to the Company before the date the advance payment
is due, which payment Columbia may make due up to three months before the date Columbia has
chosen for the legal work to be completed. Columbia may credit any unused balance towards
future Patent Expenses, or upon the Company’s written request, Columbia shall return
the unused balance to the Company. No later than thirty (30) days after receiving an invoice
from Columbia for any Patent Expenses incurred over the reasonable estimate, the Company
shall reimburse Columbia for the excess amount. |
License
Agreements between the Company and Customer
Customer
Patent License Agreement with Aikido Pharma Inc.
On
January 5, 2021, the Company and its subsidiary Silo Pharma, Inc., entered into a patent license agreement (“License Agreement”)
(collectively, the “Licensor”) with Aikido Pharma Inc. (“Aikido” or the “Customer”), as amended on
April 12, 2021, pursuant to which the Licensor granted Aikido an exclusive, worldwide (“Territory”), sublicensable, royalty-bearing
license to certain intellectual property: (i) to make, have made, use, provide, import, export, lease, distribute, sell, offer for sale,
develop and advertise certain licensed products and (ii) to develop and perform certain licensed processes for the treatment of cancer
and symptoms caused by cancer (“Field of Use”).
The
License Agreement also provided that, if the Licensor exercised the option granted to it pursuant to its commercial evaluation license
and option agreement with UMB, effective as of July 15, 2020, it would grant Aikido a non-exclusive sublicense (“Right”)
to certain UMB patent rights in the field of neuroinflammatory diseases occurring in patients diagnosed with cancer (“Field”).
Pursuant to the License Agreement, Aikido agreed to pay the Licensor, among other things, (i) a one-time non-refundable cash payment
of $500,000 and (ii) royalty payments equal to 2% of net sales (as defined in the License Agreement) in the Field of Use in the Territory.
In addition, Aikido agreed to issue the Licensor 500 shares of Aikido’s newly designated Series M Convertible Preferred Stock which
were to be converted into an aggregate of 625,000 shares of Aikido’s common stock. On April 12, 2021, the Company entered into
an amendment to the License Agreement (“Amended License Agreement”) with Aikido dated January 5, 2021 whereby Aikido issued
an aggregate of 625,000 restricted shares of Aikido’s common stock instead of the 500 shares of the Series M Convertible Preferred
Stock.
Pursuant
to the License Agreement, the Company is required to prepare, file, prosecute, and maintain the licensed patents. Unless earlier terminated,
the term of the license to the licensed patents will continue until the expiration or abandonment of all issued patents and filed patent
applications within the licensed patents. The Company may terminate the License Agreement upon 30 day written notice if Aikido fails
to pay any amounts due and payable to the Company or if Aikido or any of its affiliates brings a patent challenge against the Company,
assists others in bringing a legal or administrative challenge to the validity, scope, or enforceability of or opposes any of the licensed
patents (“Patent Challenge”) against the Company (except as required under a court order or subpoena). Aikido may terminate
the Agreement at any time without cause, and without incurring any additional penalty, (i) by providing at least 30 days’ prior
written notice and paying the Company all amounts due to it through such termination effective date. Either party may terminate the Agreement
for material breaches that have failed to be cured within 60 days after receiving written notice. The Company collected the non-refundable
cash payment of $500,000 on January 5, 2021 which was recorded as deferred revenue to be recognized as revenues over 15 years, the estimated
term of the UMB Master License Agreement.
Prior
to the April 12, 2021, issuance of the common stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company
valued the 500 Series M Convertible Preferred stock which was equivalent into Aikido’s 625,000 shares of common stock at a fair
value of $0.85 per common share or $531,250 based quoted trading price of Aikido’s common stock on the date of grant. The Company
recorded an equity investment of $531,250 (see Note 3) and deferred revenue of $531,250 to be recognized as revenues over the estimated
term of the UMB Master License. Accordingly, the Company recorded a total deferred revenue of $1,031,250 ($500,000 cash received and
$531,250 value of equity securities received) to be recognized as revenues over the 15-year term.
SILO
PHARMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)
During
the nine months ended September 30, 2024 and 2023, the Company recognized license fee revenues of $51,562 and $51,562, respectively.
On September 30, 2024, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term portion amounted
to $704,688. On December 31, 2023, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term
portion amounted to $756,250 as reflected in the unaudited consolidated balance sheets.
The
Right shall be, to the full extent permitted by and on terms and conditions required by UMB, for a term consistent with the term of patent
and technology licenses that UMB normally grants. In the event that the Company exercises its option and executes a license with UMB
to the UMB patent rights within 40 days after the execution of such UMB license, for consideration to be agreed upon and paid by Aikido,
which consideration shall in no event exceed 110% of any fee payable by the Company to UMB for the right to sublicense the UMB patent
rights. The Company shall grant Aikido a nonexclusive sublicense in the United States to the UMB patent rights in the Field, subject
to the terms of any UMB license Licensor obtains, including any royalty obligations on sublicensees required under any such sublicense.
The option was exercised on January 13, 2021. Accordingly, on April 6, 2021, the Company entered into the Sublicense Agreement with Aikido
pursuant to which it granted Aikido a worldwide exclusive sublicense to its licensed patents under the Master License Agreement.
Customer
Sublicense Agreement with Aikido Pharma Inc.
On
April 6, 2021 (the “Sublicense Agreement Effective Date”), the Company entered into the Sublicense Agreement with Aikido
pursuant to which the Company granted Aikido an exclusive worldwide sublicense to (i) make, have made, use, sell, offer to sell and import
the Licensed Products (as defined below) and (ii) in connection therewith to (A) use an invention known as “Central nervous system-homing
peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology”
which was sublicensed to the Company pursuant to the Master License Agreement and (B) practice certain patent rights (“Patent
Rights”) for the therapeutic treatment of neuroinflammatory disease in cancer patients. “Licensed Products” means any
product, service, or process, the development, making, use, offer for sale, sale, importation, or providing of which: (i) is covered
by one or more claims of the Patent Rights; or (ii) contains, comprises, utilizes, incorporates, or is derived from the Invention or
any technology disclosed in the Patent Rights.
Pursuant
to the Sublicense Agreement, Aikido agreed to pay the Company (i) an upfront license fee of $50,000, (ii) the same sales-based royalty
payments that the Company is subject to under the Master License Agreement and (iii) total milestone payments of up to $1.9 million.
The Sublicense Agreement shall continue on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (i)
the date of expiration of the last to expire claim of the Patent Rights covering such Licensed Product in such country, (ii) the expiration
of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity,
if applicable and (iii) 10 years after the first commercial sale of a Licensed Product in that country, unless terminated earlier pursuant
to the terms of the Sublicense Agreement. Furthermore, the Sublicense Agreement shall expire 15 years after the Sublicense Agreement
Effective Date with respect to any country in which (i) there were never any Patent Rights, (ii) there was never any data protection,
new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity with respect to
a Licensed Product and (ii) there was never a commercial sale of a Licensed Product, unless such agreement is earlier terminated pursuant
to its terms. The Company collected the upfront license fee of $50,000 in April 2021. During the nine months ended September 30, 2024
and 2023, the Company recognized revenue of $2,514 and $2,514, respectively. On September 30, 2024, deferred revenue – current
portion amounted to $3,352 and deferred revenue – long-term portion amounted to $34,916, and on December 31, 2023, deferred revenue
– current portion amounted to $3,352 and deferred revenue – long-term portion amounted to $37,430 as reflected in the unaudited
consolidated balance sheets.
Sponsored
Study and Research Agreements between the Company and Vendors
During
the three months ended September 30, 2024 and 2023, the Company recorded research and development expense of $517,548 and $174,495, respectively,
and during the nine months ended September 30, 2024 and 2023, the Company recorded research and development expense of $1,292,437 and
$508,127, respectively, which was incurred in connection with sponsored study and research agreements between the Company and various
vendors.
On
September 30, 2024, future amounts due under sponsored study and research agreements between the Company and vendors is as follows:
Year ended
September 30, | |
Amount | |
2025 | |
$ | 3,101,287 | |
Total | |
$ | 3,101,287 | |
NOTE 8
– SUBSEQUENT EVENTS
On November 11, 2024, the Company entered into a Second Amendment to Employment Agreement with Daniel Ryweck, our Chief Financial Officer
(the “Second Amendment”), which Second Amendment amended the terms of that certain Employment Agreement dated as of September
28, 2022 (See Note 7). The Second Amendment amends the Employment Agreement to provide that Mr. Ryweck will be entitled to receive an
annual cash bonus in an amount up to $60,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board
for earning bonuses.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of our financial condition and results of operations should be read together with the unaudited consolidated
financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements
and related notes for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the Securities and Exchange
Commission, or SEC. In addition to historical information, this discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere
in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Note Regarding Forward-Looking
Statements and Industry Data” and in the section entitled “Risk Factors” in Part II, Item 1A.
Throughout
this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,”
and “Silo,” refer to Silo Pharma, Inc., a Nevada corporation, and its subsidiaries on a consolidated basis
Overview
We
are a developmental stage biopharmaceutical company developing novel therapeutics that address under-served conditions using therapies
that include conventional drugs and psychedelic formulations. We are focused on developing (i) an intranasal drug targeting PTSD and
stress-induced anxiety disorders (SPC-15); (ii) a time-release ketamine-based loaded implant for fibromyalgia and chronic pain relief
(SP-26); (iii) an intranasal com-pound for the treatment of Alzheimer’s disease (SPC-14); and (iv) a CNS-homing peptide targeting
the central nervous system in multiple sclerosis (SPU-16).
Recent
Developments
July
2024 Registered Direct Offering and Concurrent Private Placement
On
July 18, 2024, we entered into a securities purchase agreement (the “July 2024 Purchase Agreement”) with certain institutional
investors, pursuant to which we agreed to sell 763,638 shares (the “July 2024 Shares”) of our common stock, at a purchase
price of $2.75 per share (the “July 2024 Offering”) for gross proceeds of approximately $2.1 million, prior to deducting
placement agent’s fees and other offering expenses payable by us. We intend to use the net proceeds from the offering for working
capital and other general corporate purposes. The shares were offered pursuant to our shelf registration statement on Form S-3 (File
No. 333-276658), which was declared effective by the Securities Exchange Commission on January 30, 2024.
Concurrently
with the sale of July 2024 Shares pursuant to the July 2024 Purchase Agreement in a private placement, for each share of Common Stock
purchased by the investors, such investors received an unregistered warrant (the “July 2024 Investor Warrant”) to purchase
one share of Common Stock, or 763,638 shares in the aggregate (the “July 2024 Investor Warrant Shares”). The July 2024 Investor
Warrants have an exercise price of $2.75 per share, and are exercisable immediately upon issuance for a five-year period.
The
closing of the sales of these securities under the Purchase Agreement took place on July 22, 2024.
On
April 23, 2024, we entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement
Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis
in connection with the July 2024 Offering. We agreed to pay the Placement Agent an aggregate cash fee equal to 7.5% of the gross proceeds
from the sale of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the Offering. We issued
the Placement Agent’s designees warrants (the “July 2024 Placement Agent Warrants”) to purchase up to 7.5% of
the aggregate number of July 2024 Shares, or warrants to purchase up to 57,273 shares of Common Stock, at an exercise price equal to
125.0% of the offering price per share of Common Stock, or $3.4375 per share. The July 2024 Placement Agent Warrants are exercisable
immediately upon issuance for a period of five years following the commencement of the sales pursuant to the July 2024 Offering.
Exclusive
License Agreement with Columbia University
On
July 1, 2024, we entered into an Exclusive License Agreement with Columbia University with an effective date of June 28, 2024 under which
we were granted an exclusive license to further develop, manufacture, and commercialize SPC-15 worldwide. See “----License Agreements
between the Company and Vendor—Exclusive License Agreement with Columbia University.”
Results
of Operations
Comparison
of Our Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
The
following table summarizes the results of operations for the three and nine months ended September 30, 2024 and 2023 and were based primarily
on the comparative unaudited consolidated financial statements, footnotes and related information for the periods identified and should
be read in conjunction with the unaudited consolidated financial statements and the notes to those statements that are included elsewhere
in this report.
| |
For
the Three Months | | |
For
the Nine Months | |
| |
Ended
September 30, | | |
Ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
License
fee revenues | |
$ | 18,025 | | |
$ | 18,025 | | |
$ | 54,076 | | |
$ | 54,076 | |
Cost
of revenues | |
| (1,459 | ) | |
| (1,459 | ) | |
| (4,378 | ) | |
| (4,378 | ) |
Gross
profit | |
| 16,566 | | |
| 16,566 | | |
| 49,698 | | |
| 49,698 | |
Operating
expenses | |
| (1,026,621 | ) | |
| (789,964 | ) | |
| (2,942,040 | ) | |
| (2,741,566 | ) |
Loss
from operations | |
| (1,010,055 | ) | |
| (773,398 | ) | |
| (2,892,342 | ) | |
| (2,691,868 | ) |
Other
income, net | |
| 81,241 | | |
| 113,238 | | |
| 230,082 | | |
| 112,361 | |
Net
loss | |
$ | (928,814 | ) | |
$ | (660,160 | ) | |
$ | (2,662,260 | ) | |
$ | (2,579,507 | ) |
Revenues
During
the three and nine months ended September 30, 2024 and 2023, we generated minimal revenues from operations. For the three months ended
September 30, 2024 and 2023, revenues amounted to $18,025 and $18,025, respectively. For the nine months ended September 30, 2024 and
2023, revenues amounted to $54,076 and $54,076, respectively. Such revenues are deferred revenues received under the Aikido License and
Sublicense Agreement and are recognized over the estimated 15-year term of the related UMB license agreement.
Cost
of Revenues
During
the three months ended September 30, 2024 and 2023, cost of revenues amounted to $1,459 and $1,459, respectively. During the nine months
ended September 30, 2024 and 2023, cost of revenues amounted to $4,378 and $4,378, respectively. Cost of revenues consists of license
fees related to the UMB License and Sublicense Agreement, which are being amortized into cost of revenues over the estimated 15-year
terms of their respective agreements with Akido and UMB.
Operating
Expenses
For
the three and nine months ended September 30, 2024 and 2023, total operating expenses consisted of the following:
| |
For
the Three Months | | |
For
the Nine Months | |
| |
Ended
September 30, | | |
Ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Compensation
expense | |
$ | 169,736 | | |
$ | 379,294 | | |
$ | 511,463 | | |
$ | 710,737 | |
Professional
fees | |
| 258,887 | | |
| 338,164 | | |
| 899,954 | | |
| 1,273,729 | |
Research
and development | |
| 517,548 | | |
| 174,495 | | |
| 1,292,437 | | |
| 508,127 | |
Insurance
expense | |
| 21,100 | | |
| 25,915 | | |
| 63,905 | | |
| 72,811 | |
Selling,
general and administrative expenses | |
| 59,350 | | |
| (127,904 | ) | |
| 174,281 | | |
| 176,162 | |
Total
operating expenses | |
$ | 1,026,621 | | |
$ | 789,964 | | |
$ | 2,942,040 | | |
$ | 2,741,566 | |
For
the three months ended September 30, 2024 and 2023, compensation expense amounted to $169,736 and $379,294, respectively, a decrease
of $209,558, or 55.3%. During the three months ended September 30, 2023, we paid a bonus of $200,000 as compared to $0 during the three
months ended September 30, 2024.
For
the nine months ended September 30, 2024 and 2023, compensation expense was $511,463 and $710,737, respectively, a decrease of $199,274,
or 28.0%. During the nine months ended September 30, 2023, we paid a bonus of $200,000 as compared to $0 during the nine months ended
September 30, 2024.
For
the three months ended September 30, 2024 and 2023, professional fees were $258,887 and $338,164 and, respectively, a decrease of $79,277,
or 23.4%. The decrease was primarily attributable to a decrease in legal and accounting fees of $24,659, a decrease in other consulting
fees of $77,365, and a decrease in stock-based consulting fees of $22,517 related to the amortization of prepaid expense on previously
issued shares to consultants for business advisory and strategic planning services, offset by an increase in investor relations of $45,264.
For
the nine months ended September 30, 2024 and 2023, professional fees were $899,954 and $1,273,729 and, respectively, a decrease of $373,775,
or 29.3%. The decrease was primarily attributable to a decrease in other consulting fees of $322,288, a decrease in legal fees of $172,516,
and a decrease in stock-based consulting fees of $90,067 related to the amortization of prepaid expense on previously issued shares to
consultants for business advisory and strategic planning services, offset by an increase in investor relations of $201,876, and an increase
in accounting and auditing fees of $9,220.
| ● | Research
and Development: |
For
the three months ended September 30, 2024 and 2023, we incurred research and development expense of $517,548 and $174,495, respectively,
an increase of $343,053, or 196.6%.
For
the nine months ended September 30, 2024 and 2023, we incurred research and development expense of $1,292,437 and $508,127, respectively,
an increase of $784,310, or 154.4%.
The
increase was a result of an increase in research and development costs in connection with the Investigator-sponsored Study Agreement
with UCSF, UMB, Columbia University, and other parties.
For
the three months ended September 30, 2024 and 2023, insurance expense was $21,100 and $25,915, respectively, a decrease of $4,815, or
18.6%. For the nine months ended September 30, 2024 and 2023, insurance expense was $63,905 and $72,811, respectively, a decrease of
$8,906, or 12.2%.
This decrease was a result of decrease in the cost of renewal of the D&O insurance policy.
| ● | Selling,
General and Administrative Expenses: |
Selling,
general and administrative expenses include advertising and promotion, patent related expenses, public company expenses, custodian fees,
bank service charges, travel, and other office expenses.
For
the three months ended September 30, 2024 and 2023, selling, general and administrative expenses (income) were $59,350 and $(127,904),
respectively, a negative change of $187,254 or 146.4%. The change was primarily attributed to a decrease in Delaware franchise taxes
of $166,369 resulting from a reincorporation of the Company in Nevada, offset by a net increase in other general and administrative expenses
of $20,885.
For the nine months ended September 30, 2024 and 2023, selling, general and administrative expenses were $174,281
and $176,162, respectively, a decrease of $1,881 or 1.1%.
Loss
from Operations
For
the three months ended September 30, 2024 and 2023, loss from operations amounted to $1,010,055 and $773,398 respectively, an increase
of $236,657, or 30.6%. For the nine months ended September 30, 2024 and 2023, loss from operations amounted to $2,892,342 and $2,691,868,
respectively, an increase of $200,474, or 7.4%.
The increases in loss from operations in each
of the three and nine month periods ended September 30, 2024 were primarily a result of the changes in operating expenses discussed above.
Other
Income (Expenses), net
For
the three months ended September 30, 2024 and 2023, other income, net amounted to $81,241 and $113,238, respectively, a decrease of $31,997,
or 28.3%. The decrease in other income, net was primarily due to a decrease in interest and dividend income of $31,238, and an increase
in foreign currency transaction loss of $2,618, offset by a decrease in net realized loss on short-term investments of $1,862.
For
the nine months ended September 30, 2024 and 2023, other income (expense), net amounted to $230,082 and $112,361, respectively, an increase
of $117,721, or 104.8%. The increase in other income (expenses), net was primarily due to a decrease in penalty expense of $166,034 which
was incurred during the 2023 period due to the early termination of a certificate of deposit, a decrease in net unrealized loss on equity
investment of $3,118, and a decrease in net realized loss on short-term investments of $3,016, offset by an increase in foreign currency
transaction loss of $14,242, a decrease in interest and dividend income of $39,991, and an increase in interest expense of $214.
Net
Loss
For
the three months ended September 30, 2024, net loss amounted to $928,814 or $0.22 loss per common share (basic and diluted), as compared
to net loss of $660,160, or $(0.21) loss per common share (basic and diluted) for the three months ended September 30, 2023, an increase
of $268,654, or 40.7%. For the nine months ended September 30, 2024, net loss amounted to $2,662,260 or $0.78 loss per common share (basic
and diluted), as compared to net loss of $2,579,507, or $(0.82) loss per common share (basic and diluted) for the nine months ended September
30, 2023, an increase of $82,753, or 3.2%.
The
changes in each of the three and nine month periods ended September 30, 2024 were primarily a result of the changes discussed above.
Liquidity
and Capital Resources
Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital
of $7,216,955, $3,154,443 in short-term investments, and $4,860,890 in cash and cash equivalents as of September 30, 2024, and working
capital of $6,905,568, $4,140,880 in short-term investments and $3,524,308 in cash and cash equivalents as of December 31, 2023, respectively.
| |
September 30, 2024 | | |
December 31,
2023 | | |
Working
Capital Change | | |
Percentage
Change | |
Working capital: | |
| | |
| | |
| | |
| |
Total current assets | |
$ | 8,261,787 | | |
$ | 7,681,158 | | |
$ | 580,629 | | |
| 8 | % |
Total current liabilities | |
| (1,044,832 | ) | |
| (775,590 | ) | |
| (269,242 | ) | |
| (35 | )% |
Working capital: | |
$ | 7,216,955 | | |
$ | 6,905,568 | | |
$ | 311,387 | | |
| (5 | )% |
The
increase in working capital of $311,387 was primarily attributable to a net increase in current assets of $580,629, offset by an increase
in current liabilities of $269,242 due to an increase in accounts payable.
Cash Flows
A summary
of cash flow activities is summarized as follows:
| |
Nine
Months Ended September
30, | |
| |
2024 | | |
2023 | |
Net cash used in operating activities | |
$ | (2,916,482 | ) | |
$ | (2,314,486 | ) |
Net cash provided by (used in) investing
activities | |
| 1,011,436 | | |
| (8,576,011 | ) |
Net cash provided
by (used in) financing activities | |
| 3,241,628 | | |
| (276,698 | ) |
Net increase (decrease)
in cash and cash equivalents | |
$ | 1,336,582 | | |
$ | (11,167,195 | ) |
Net
Cash Used in Operating Activities
Net
cash used in operating activities for the nine months ended September 30, 2024 and 2023 were $2,916,482 and $2,314,486, respectively,
an increase of $601,996, or 26.0%.
| ● | Net
cash used in operating activities for the nine months ended September 30, 2024 primarily
reflected a net loss of $2,662,260 and the prepayment of research and development fees and
other fees of $226,105. |
| ● | Net
cash used in operating activities for the nine months ended September 30, 2023 primarily
reflected a net loss of $2,579,507, adjusted for the add-back of non-cash items such as net
realized and unrealized loss on equity investments of $7,159, stock-based compensation of
$12,711, and amortization of prepaid stock-based professional fees of $90,067, and changes
in operating asset and liabilities primarily consisting of an increase in prepaid expenses
and other current assets of $29,703, an increase of interest receivable of $3,590, an increase
in accounts payable and accrued expenses of $242,453, and a decrease in deferred revenue
of $54,076. |
Net
Cash Provided by (Used in) Investing Activities
Net
cash provided by (used in) investing activities for the nine months ended September 30, 2024 and 2023 were $1,011,436 and $(8,576,011),
respectively, a positive change of $9,587,447, or 111.8%.
| ● | Net
cash provided by investing activities for the nine months ended September 30, 2024 was $1,0011,436
which consisted of proceeds from the sale of short-term investments of $1,149,320, offset
by aggregate payments for the purchase of short-term investments of $137,884. |
| ● | Net
cash used in investing activities for the nine months ended September 30, 2023 was $8,576,011
which consisted of aggregate payments for the purchase of short-term investments of $10,467,096
offset by proceeds from the sale of short-term investments of $1,891,085. |
Net
Cash Provided by (Used in) Financing Activities
Net
cash provided by (used in) financing activities for the nine months ended September 30, 2024 and 2023 was $3,241,628 and $(276,698),
respectively, a positive change of $3,414,741, or 1,272.0%.
| ● | Net
cash provided by financing activities for the nine months ended September 30, 2024 was $3,241,628
which consisted of net proceeds from sale of common stock and pre-funded warrants of $1,673,216,
net proceeds from sale of common stock and warrants of $1,741,522, and proceeds from the
exercise of pre-funded warrants of $3, offset by the purchase of treasury stock of $173,113. |
| ● | Net
cash used in financing activities for the nine months ended September 30, 2023 was $276,698
which consisted of the purchase of treasury stock. |
Cash
Requirements
We
believe that our current cash and cash equivalent amount and short-term investment amount will provide sufficient cash required to meet
our obligations for a minimum of twelve months from the date of this filing.
Other
than cash requirements pursuant to research and development agreements, we currently have no other material commitments for any capital
expenditures.
Liquidity
As
reflected in the accompanying unaudited consolidated financial statements, we generated a net loss of $2,662,260 and used cash in operations
of $2,916,482 during the nine months ended September 30, 2024. Additionally, we have an accumulated deficit of $13,534,071 on September
30, 2024. As of September 30, 2024, we had working capital of $7,216,955.
The
positive working capital serves to mitigate the conditions that historically raised substantial doubt about our ability to continue as
a going concern. We believe that the Company has sufficient cash to meet its obligations for a minimum of twelve months from the date
of this filing.
Off-Balance
Sheet Arrangements
None.
Critical
Accounting Estimates
Stock-Based
Compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which
requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for
an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange
for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee
services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures
as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment.
Research
and Development
In
accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.
Recently
Issued Accounting Standards Not Yet Effective or Adopted
Management
does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact
on the accompanying unaudited condensed consolidated financial statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined in
Rule 12b-2 of the Exchange Act.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic
reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to
our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding
required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the
principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered
by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management
concluded that our disclosure controls and procedures were not effective as of September 30, 2024.
The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in
our internal control over financial reporting:
|
● |
We
lack segregation of duties within accounting functions duties as a result of our limited financial resources to support hiring of
personnel; and. |
|
|
|
|
● |
We
have not implemented adequate system and manual controls. |
Until
such time as we expand our staff to include additional accounting personnel, it is likely we will continue to report material weaknesses
in our internal control over financial reporting.
A
material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
From
time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to
any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have
a material adverse effect on our business, operating results, cash flows or financial condition.
ITEM
1A. RISK FACTORS
Risk
factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report
on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 25, 2024 (“Annual Report”). There have been
no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks
described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described
in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the
risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Issuer
Purchases of Equity Securities
On
January 26, 2023, our Board of Directors authorized a stock repurchase plan to repurchase up to $1,000,000 of our issued and outstanding
common stock, from time to time, with such program to be in place until December 31, 2023. On January 9, 2024, our Board of Directors
approved an extension of the previously announced stock repurchase program authorizing the purchase of up to $1 million of the Company’s
common stock until March 31, 2024 and on April 4, 2024, the stock Repurchase Plan was extended to April 30, 2024. During the year ended
December 31, 2023, we purchased 252,855 shares of common stock for a cost of $471,121, which is reflected in treasury stock on the accompanying
consolidated balance sheet. During the nine months ended September 30, 2024, we purchased 102,855 shares of common stock for a cost of
$173,113. As of September 30, 2024, we repurchased an aggregate of 355,710 shares of our common stock for a total cost of $644,234 pursuant
to its Stock Repurchase Program.
We
did not repurchase any common stock during the quarterly period ended September 30, 2024.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
Amendment
to Ryweck Employment Agreement
On November 11, 2024, we entered into a Second Amendment to Employment Agreement with Daniel Ryweck, our Chief Financial Officer (the
“Second Amendment”), which Second Amendment amended the terms of that certain Employment Agreement dated as of September 28,
2022, as amended by the certain First Amendment to Employment Agreement dated as of October 12, 2022 (the “Employment Agreement”).
The Second Amendment amends the Employment Agreement to provide that Mr. Ryweck will be entitled to receive an annual cash bonus in an
amount up to $60,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board for earning bonuses.
The
foregoing description of the Amendment to Ryweck Employment Agreement is not complete and are qualified in its entirety by reference
to the full text of the form of Amendment to Ryweck Employment Agreement, a copy of which is filed as 10.3 to Report and is incorporated
by reference herein.
Rule
10b5-1 Trading Plans
During
the fiscal quarter ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any
contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM
6. EXHIBITS
Exhibit No. |
|
Description
of Exhibits |
3.1 |
|
Articles
of Incorporation of Silo Pharma, Inc., a Nevada corporation, filed as an Exhibit 3.3 to the Company’s Current Report on Form
8-K, filed with the SEC on December 20, 2023 and incorporated herein by reference. |
3.2 |
|
Bylaws
of Silo Pharma, Inc., a Nevada corporation, filed as an Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with
the SEC on December 20, 2023 and incorporated herein by reference. |
4.1 |
|
Form
of Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2024 and incorporated
herein by reference. |
4.2 |
|
Form
of Placement Agent Warrant, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 22,
2024 and incorporated herein by reference. |
10.1 |
|
Form
of Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July
22, 2024 and incorporated herein by reference. |
10.2 |
|
Form
of Lock-Up Agreement, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2024
and incorporated by reference herein. |
10.3*+ |
|
Second Amendment to Employment Agreement dated November 11, 2024 between the Company and Daniel Ryweck. |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* |
|
Inline
XBRL Instance Document. |
101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document. |
101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
104* |
|
Cover
Page Interactive Data File (thee cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2024 is formatted as Inline XBRL and contained in Exhibit 101). |
* |
Filed
herewith. |
** |
Furnished
herewith. |
+ |
Indicates
a management contract or any compensatory plan, contract or arrangement |
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 thereunto duly authorized.
|
SILO PHARMA,
INC. |
|
|
|
Dated: November 12, 2024 |
By: |
/s/
Eric Weisblum |
|
Name: |
Eric
Weisblum |
|
Title: |
Chairman and Chief Executive
Officer |
|
|
(Principal Executive Officer) |
Dated: November 12, 2024 |
By: |
/s/
Daniel Ryweck |
|
Name: |
Daniel Ryweck |
|
Title: |
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
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WHEREAS, the Company and Executive
are parties to that certain Employment Agreement dated as of September 28, 2022, as amended by the certain First Amendment to Employment
Agreement dated as of October 12, 2022 (collectively, the “Employment Agreement”);
WHEREAS, the Company and Executive
desire to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:
“In addition to the Base Salary set forth in Section 4.1 above, the Executive shall be entitled to receive an annual cash bonus
(“Annual Bonus”) in an amount up to $60,000 if the Company meets or exceeds criteria adopted by the Compensation Committee
of the Board (the “Compensation Committee”) for earning bonuses. The criteria shall typically be adopted by the Compensation
Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses
shall be paid by the Company to the Executive promptly after the year end, it being understood that the Compensation Committee’s
determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following
the completion of the Company’s annual audit, if any, but in no event later than April 15th of the year following the year for which
it is being paid (and if the Executive was employed as of the last day of the calendar year to which such Annual Bonus relates, then the
Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Company on the date the Annual Bonus
is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive
upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the
avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for
such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Company on the date the Annual
Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the
Company at the basis determined by the Compensation Committee in good faith.”
In connection with this quarterly report on Form
10-Q of Silo Pharma, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange
Commission (the “Report”), I, Eric Weisblum, Chief Executive Officer of the Company, certify, pursuant to Section 1350 of
Title 18 of the United States Code as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
A signed original of this written statement required
by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
In connection with this quarterly report on Form
10-Q of Silo Pharma, Inc. (the “Company”) for the period ended September 30, 2024 as filed with the Securities and Exchange
Commission (the “Report”), I, Daniel Ryweck, Chief Financial Officer of the Company, certify, pursuant to Section 1350 of
Title 18 of the United States Code as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
A signed original of this written statement required
by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.