NOTE 6 – STOCKHOLDERS’ EQUITY

Shares Authorized

The Company has 11,666,667 shares authorized which consist of 6,666,667 shares of common stock and 5,000,000 shares of preferred stock. 

Sale of Common Stock and Warrants

May 2025 Public Offering

On May 16, 2025, the Company completed a public offering (the “May 2025 Offering”) of (i) 181,556 shares (the “May 2025 Common Shares”) of Common Stock; (ii) 40,667 prefunded warrants (the “May 2025 Prefunded Warrants”) to purchase 40,667 shares of Common Stock of the Company (the “May 2025 Prefunded Warrant Shares”); (iii) 222,230 Series A-1 warrants (the “May 2025 Series A-1 Common Warrants”) to purchase 222,230 shares of Common Stock of the Company (the “May 2025 Series A-1 Common Warrant Shares”) and (iv) 222,230 Series A-2 warrants (the “May 2025 Series A-2 Common Warrants,” together with the May 2025 Series A-1 Common Warrant, the “May 2025 Common Warrants”) to purchase 222,230 shares of Common Stock of the Company (the “May 2025 Series A-2 Common Warrant Shares,” together with the Series A-1 Common Warrants Shares, the “May 2025 Common Warrant Shares”). The offering price of each May 2025 Common Share and accompanying May 2025 Series A-1 Common Warrant and May 2025 Series A-2 Common Warrant was $9.00, and the offering price of each May 2025 Prefunded Warrant and accompanying May 2025 Series A-1 Common Warrant and May 2025 Series A-2 Common Warrant was $8.9985. The May 2025 Common Shares, May 2025 Prefunded Warrants, May 2025 Prefunded Warrant Shares, May 2025 Common Warrants and May 2025 Common Warrant Shares are collectively referred to herein as the “May 2025 Securities.”

Each May 2025 Common Warrant has an exercise price of $9.00 per share. The May 2025 Common Warrants are exercisable upon issuance (the “May 2025 Initial Exercise Date”). The May 2025 Series A-1 Common Warrants will expire five (5) years following the May 2025 Initial Exercise Date. The May 2025 Series A-2 Common Warrants will expire eighteen (18) months following the May 2025 Initial Exercise Date. A holder may not exercise any portion of the May 2025 Common Warrants to the extent the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the May 2025 Series A-1 Common Warrants or the May 2025 Series A-2 Common Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

The May 2025 Prefunded Warrants were immediately exercisable and were exercised at a nominal exercise price of $0.0015 per share of Common Stock at any time until all of the May 2025 Prefunded Warrants are exercised in full. A holder may not exercise any portion of the May 2025 Common Warrants to the extent the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to May 2025 Prefunded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

As compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”) as the exclusive placement agent in connection with the May 2025 Offering, the Company paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the May 2025 Offering, plus a management fee equal to 1.0% of the gross proceeds raised in the May 2025 Offering and an aggregate of $120,000 for reimbursement of certain expenses and legal fees. These fees and expenses were considered as offering costs directly related to the May 2025 Offering and were recorded as a reduction to additional paid-in capital. The Company also issued warrants to designees of the Placement Agent (the “May 2025 Placement Agent Warrants”) to purchase up to 16,668 shares of Common Stock (the “May 2025 Placement Agent Warrant Shares”). The May 2025 Placement Agent Warrants have substantially the same terms as the May 2025 Series A-1 Common Warrants, except that the May 2025 Placement Agent Warrants have an exercise price equal to $11.25 per share.

In connection with the issuance of the May 2025 Placement Agent Warrants, the Company calculated the fair value of such warrants using the Black-Scholes option-pricing model, and the Company determined that the aggregate total fair value of the placement agent warrants amounted to $117,320 which were considered offering costs and were netted against the net proceeds received pursuant to the May 2025 Offering under the guidance of ASU 2021-04.

In connection with the May 2025 Offering, the Company entered into a Securities Purchase Agreement (the “May 2025 Purchase Agreement”) with an institutional investor (the “May 2025 Purchasers”) on May 15, 2025. The May 2025 Purchase Agreement contained customary representations and warranties and agreements of the Company and the May 2025 Purchasers and customary indemnification rights and obligations of the parties.

Pursuant to the terms of the May 2025 Purchase Agreement, the Company has agreed for a period of 60-days from the date of the May 2025 Purchase Agreement, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the May 2025 Purchase Agreement), or file any registration statement. In addition, from the date of the May 2025 Purchase Agreement until the one year anniversary of the closing date of the May 2025 Offering, the Company is prohibited from effecting or entering into an agreement to effect any issuance of Common Stock or Common Stock Equivalents (as defined in the May 2025 Purchase Agreement) involving a Variable Rate Transaction (as defined in the May 2025 Purchase Agreement), subject to an exception.

The May 2025 Securities, the May 2025 Placement Agent Warrants and the May 2025 Placement Agent Warrant Shares were offered pursuant to the Registration Statement on Form S-1 (File No. 333-286777), as amended, which was declared effective by the Securities and Exchange Commission on May 15, 2025.

The closing of the sales of these securities under the May 2025 Purchase Agreement took place on May 16, 2025. The public offering price for each May 2025 Shares was $9.00 for aggregate gross proceeds of $1,634,002, and public offering price for the May 2025 Pre-Funded Warrants was $8.9985 for each May 2025 Pre-Funded Warrant for aggregate gross proceeds of $365,940. In connection with this Offering, the Company raised aggregate gross proceeds of $1,999,942 of which $365,940 was attributable to the May 2025 Pre-Funded Warrants. The Company received net proceeds of $1,227,957 attributable to the sale of common stock, net of Placement Agent fees and offering costs of $290,000 and legal fees and other fees of $116,045. The Company is using the net proceeds from the May 2025 Offering for working capital and other general corporate purposes.

On May 19, 2025, the May 2025 Purchasers exercised the 40,667 May 2025 Pre-Funded Warrants and received 40,667 shares of Common Stock for cash proceeds of $61. The May 2025 Pre-Funded Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system.

On June 6, 2025, certain of the May 2025 Purchasers exercised 55,556 May 2025 Series A-2 Common Warrants and received an aggregate of 55,556 shares of Common Stock for cash proceeds of $500,000. The May 2025 Series A-1 Common Warrants and May 2025 Series A-2 Common Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system.

During August and September 2025, certain of the May 2025 Purchasers exercised 61,112 May 2025 Series A-1 Common Warrants and 9,556 May 2025 Series A-2 Common Warrants and received a total of 70,668 shares of Common Stock for net cash proceeds of $634,922.

October 2025 Registered Direct Offering with Concurrent Private Placement

On September 29, 2025, the Company entered into a securities purchase agreement (the “September 2025 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 190,476 shares (the “October 2025 Shares”) of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a purchase price of $13.125 per share (the “October 2025 Offering”). The October 2025 Shares 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 and a related base prospectus and prospectus supplements thereunder.

Concurrently with the sale of the October 2025 Shares pursuant to the September 2025 Purchase Agreement in a private placement, for each October 2025 Share purchased by the investors, such investors received from the Company an unregistered warrant (the “October 2025 Warrants”) to purchase one share of Common Stock for each October 2025 Share purchased (the “October 2025 Warrant Shares”). The October 2025 Warrants have an exercise price of $11.25 per share, are exercisable immediately upon issuance and will expire five years from the effective date of a registration statement registering for resale the underlying October 2025 Warrant Shares.

The closing of the sales of these securities under the September 2025 Purchase Agreement took place on October 1, 2025.

The gross proceeds from the October 2025 Offering were $2,500,000, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the October 2025 Offering for working capital and other general corporate purposes. The Company received net proceeds of $2,131,339, net of Placement agent fees and offering costs of $303,450 and legal and other fees of $65,211.

The October 2025 Warrants and the October 2025 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.

The representations, warranties and covenants contained in the September 2025 Purchase Agreement were made solely for the benefit of the parties to the September 2025 Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the September 2025 Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the September 2025 Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the September 2025 Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

As compensation to the Placement Agent as exclusive placement agent, pursuant to the placement agent agreement, as amended on each of April 8, 2025, May 6, 2025 and September 29, 2025, 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 October 2025 Offering or $187,500 and a management fee equal to 1.0% of the gross proceeds raised in the October 2025 Offering or $25,000. The Company also agreed to issue the Placement Agent (or its designees) warrants (the “October 2025 Placement Agent Warrants”) to purchase up to 7.5% of the aggregate number of October 2025 Shares sold in the October 2025 Offering, or warrants to purchase up to 14,287 shares of Common Stock, at an exercise price equal to 125% of the offering price per Share, or $16.4063 per share. The October 2025 Placement Agent Warrants are exercisable immediately upon issuance for a period of five years following the commencement of the sales pursuant to the October 2025 Offering. In addition, the Company agreed to reimburse 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. These fees and expenses were considered as offering costs directly related to the October 2025 Offering and were recorded as a reduction to additional paid-in capital.

Pursuant to the terms of the September 2025 Purchase Agreement and subject to certain exceptions as set forth in the September 2025 Purchase Agreement, from the date of the September 2025 Purchase Agreement until thirty (30) 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 (as defined in the September 2025 Purchase Agreement). In addition, until one (1) year after the Closing Date, the Company is prohibited from entering into a Variable Rate Transaction (as defined in the September 2025 Purchase Agreement), subject to certain limited exceptions.

The Company agreed to file a registration statement on Form S-1 providing for the resale of the October 2025 Warrant Shares (the “October 2025 Resale Registration Statement”) within 15 calendar days of the date of the September 2025 Purchase Agreement (the “Filing Date”), and to use commercially reasonable efforts to cause the October 2025 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 October 2025 Resale Registration Statement effective at all times until the Holders no longer own any October 2025 Warrants or October 2025 Warrant Shares. This registration statement on Form S-1 was filed with the SEC on October 29, 2025 and declared effective on November 26, 2025.

Common Stock Issued for Services

On February 20, 2026, the Company entered into an addendum to a service agreement (the “Addendum”) with its investor relations consultant pursuant to which it agreed to pay such consultant a monthly fixed fee of $5,000 for the term of 12 months and a commitment fee of $250,000 (the “Commitment Fee”) in consideration of entering into the Addendum and restarting the service agreement. The consultant elected to receive the Commitment Fee in shares of the Company’s Common Stock, resulting in 56,555 shares of Common Stock issued to the consultant, based on the contractual price of $4.4205 per share, representing the lower of (i) the Nasdaq Official Closing Price immediately preceding the signing of the Addendum and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing. The contractual price approximated the fair value of the Common Stock on the grant date and any difference was de minimis. In connection with this consulting agreement, the Company recognized $250,000 in prepaid stock-based professional fees and shall be amortized as stock-based professional fees over the term of the agreement. During the three and six months ended June 30, 2026, the Company amortized $62,500 and $89,212, respectively, of stock-based professional fees which was recorded in the accompanying unaudited consolidated statements of operations and comprehensive loss. As of June 30, 2026, the prepaid stock-based professional fees balance was $160,788.

Asset Purchases

On July 29, 2025, the Company entered into an asset purchase agreement (the “MAVS Agreement”) with MAVS Holdings LLC (the “MAVS”). Pursuant to the MAVS Agreement, the MAVS agreed to sell, and the Company agreed to purchase, certain software of the web-based application currently marketed as “r2crypto.com” and the domain names socialscan.info, coinfeel.net, and r2crypto.com (the “MAVS Purchased Assets”).

In consideration for the MAVS Purchased Assets, the Company issued to the MAVS 50,000 shares of its common stock, which were valued at $518,225 or $10.36 per share, based on the quoted closing stock price on July 29, 2025. The issuance was recorded as an increase to common stock and additional paid-in capital within stockholders’ equity. Due to the nature of the Purchased Assets and the lack of an established alternative future use, the fair value of the common stock issued was recorded as research and development expense of $518,225 during the year ended December 31, 2025.

The MAVS Agreement contains certain representations, warranties and covenants of the parties that are customary for agreements of its type. In addition, the MAVS agreed to indemnify the Company for any misrepresentation or breach under the MAVS Agreement, infringement of any third-party right by any portion of the software and any acts of gross negligence, fraud or intentional misconduct by the MAVS.

On March 30, 2026, the Company entered into an asset purchase agreement (the “Many Ads Agreement”) with Many Ads Inc. (“Many Ads”). Pursuant to the Many Ads Agreement, Many Ads agreed to sell, and the Company agreed to purchase, certain software of the web-based application currently marketed as “qwikagents.com” and the domain names qwikagents.com, qwikagents.ai, and qwikagents.co (the “Many Ads Purchased Assets”). In consideration for the Many Ads Purchased Assets, the Company issued to Many Ads 140,000 shares of its common stock, which were valued at $714,000 or $5.10 per share, based on the quoted closing stock price on March 30, 2026. The Company evaluated the transaction under ASC 805 and determined that the acquired assets did not meet the definition of a business. Accordingly, the transaction was accounted for as an asset acquisition. The Company further determined, in accordance with ASC 730-10-25-2(c), that the acquired software and domain names were obtained for a particular research and development project, have no alternative future uses, and therefore no separate economic value. As a result, the entire $714,000 consideration was recorded as research and development expense in the accompanying unaudited consolidated statements of operations and comprehensive loss for the six months ended June 30, 2026.

The Many Ads Agreement contains certain representations, warranties and covenants of the parties that are customary for agreements of its type. In addition, Many Ads agreed to indemnify the Company for any misrepresentation or breach under the Many Ads Agreement, infringement of any third-party right by any portion of the software and any acts of gross negligence, fraud or intentional misconduct by Many Ads.

Stock Repurchase Plan

On February 20, 2026, the Company’s Board of Directors approved a stock repurchase program authorizing the purchase of 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, 2026. As of June 30, 2026, no shares have been repurchased under this plan.

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. 11,333 shares of common stock were 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 20,000 shares to 31,333 shares and (ii) includes claw back provisions to comply with recent developments of applicable law. At the Annual Meeting on October 24, 2025, the shareholders of the Company approved an amendment to the Silo Pharma Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan (the “Plan Amendment”) to increase the number of shares of common stock reserved for issuance thereunder to 93,333 shares from 31,333 shares. The amendment also added an automatic annual increase provision, effective January 1, 2026, equal to the lesser of 5% of the outstanding shares of Common Stock on the first day of the fiscal year or a number determined by the Board. On January 1, 2026, pursuant to the 5% evergreen provision described above, the amount of shares available under the Amended and Restated 2020 Plan increased by 44,394 shares to 137,727 shares.

On May 22, 2025, and effective May 23, 2025, the Board granted an aggregate of 26,665 incentive stock options under the 2020 Plan, to executive officers and board members, exercisable at the fair market value of the Company’s common stock on the date of grant or $6.434 per share with a five-year term and vest on the first anniversary date of the grant date. These options were valued at $167,566 on the grant date using a Black Scholes option pricing model with the following assumptions: risk-free interest rate of 3.96%, expected term of 3 years using the simplified method and expected volatility of 259.34% based on historical volatility.

On August 4, 2025, the Board approved the establishment of a cryptocurrency advisory board (the “Crypto Advisory Board”) which will initially consist of up to three (3) members in connection with the Company’s cryptocurrency treasury strategy. On August 4, 2025, the Board appointed Corwin Yu as the initial member of the Crypto Advisory Board. In connection with this initiative, on August 4, 2025, the Company entered into an advisory agreement with Corwin Yu, pursuant to which Mr. Yu will serve on the Crypto Advisory Board. In consideration of Mr. Yu’s services, the Company granted him options to purchase 3,000 shares of its common stock at an exercise price of $11.6355 under its 2020 Plan, which options have a 10-year term and will vest in 12 equal monthly installments. These options were valued at $34,424 on the grant date using a Black Scholes option pricing model with the following assumptions: risk-free interest rate of 3.75%, expected term of 5.5 years using the simplified method and expected volatility of 206.76% based on historical volatility.

On December 4, 2025, the Board granted additional options to purchase 3,667 shares of common stock to Corwin Yu at an exercise price of $6.7725 per share under the 2020 Plan. These additional options have a 10-year term and vest in 12 equal monthly installments over a one-year period. These options were valued at $24,487 on the grant date using a Black Scholes option pricing model with the following assumptions: risk-free interest rate of 3.68%, expected term of 5.5 years using the simplified method since the Company lacks sufficient, credible historical data to accurately model employee exercise behavior, and expected volatility of 206.60% based on historical volatility.

During the six months ended June 30, 2026 and 2025, the Company recognized $95,793 and $17,445, respectively, of stock-based compensation which was recorded as compensation expense in the accompanying unaudited consolidated statements of operations and comprehensive loss. As of June 30, 2026 and December 31, 2025, unamortized stock-based compensation expense related to unvested stock options had a balance of $13,662 and $109,456, respectively. As of June 30, 2026, the unamortized stock-based compensation expense is expected to be recognized over a weighted average period of 0.35 years.

Stock option activities for the six months ended June 30, 2026 are summarized as follows:

Stock Warrants

As discussed above under sale of May 2025 Shares and May 2025 Warrants, on May 16, 2025, the Company issued Pre-Funded Warrants to purchase up to 40,667 shares of Common Stock of the Company, having an exercise price of $0.0015 per share, and a purchase price of $8.9985 per Pre-Funded Warrant. The Pre-Funded Warrants were exercisable immediately. On May 19, 2025, the May 2025 Purchasers immediately exercised the 40,667 Pre-Funded Warrants and received 40,667 shares of Common Stock for cash proceeds of $61.

On May 16, 2025, concurrently with the sale of Common Stock and/or the Pre-Funded Warrants, pursuant to the May 2025 Purchase Agreement, the Company issued the Series A-1 Warrants to purchase 222,230 shares of Common Stock and Series A-2 Warrants to purchase 222,230 shares of Common Stock to the May 2025 Purchasers. The May 2025 Warrants have an exercise price of $9.00 per share and are exercisable immediately upon issuance, with the Series A-1 Warrants having a five-year term and the Series A-2 Warrants having an eighteen-month term. On June 6, 2025, certain of the May 2025 Purchasers exercised the 55,556 Series A-2 Warrants and received 55,556 shares of Common Stock for cash proceeds of $500,000. During August and September 2025, certain of the May 2025 Purchasers exercised the 61,112 Series A-1 Warrants and 9,556 Series A-2 Warrants and received a total of 70,668 shares of Common Stock for net cash proceeds of $634,922. Additionally, the Placement Agent received the May 2025 Placement Agent Warrant to purchase up to 16,668 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of Common Stock, which equals $11.25 per share. The May 2025 Placement Agent Warrants are exercisable immediately upon issuance for a period of five years. The Series A-1 Warrants and Series A-2 Warrants have subsequent rights and anti-dilutive provisions.

As discussed above under the sale of October 2025 Shares and October 2025 Warrants, on September 29, 2025, the Company entered into the September 2025 Purchase Agreement with certain institutional investors to sell 190,476 shares of Common Stock at a purchase price of $13.125 per share. The closing of the October 2025 Offering took place on October 1, 2025, resulting in aggregate gross proceeds of $2,500,000 and net proceeds of $2,131,339, after deducting placement agent fees and other offering costs.

Concurrently with the sale of the October 2025 Shares, the Company issued the unregistered October 2025 Warrants to purchase 190,476 shares of Common Stock to the investors. The October 2025 Warrants have an exercise price of $11.25 per share and are exercisable immediately upon issuance, with a term expiring five years from the effective date of the October 2025 Resale Registration Statement. Additionally, the Placement Agent received the October 2025 Placement Agent Warrants to purchase up to 14,287 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share, which equals $16.4063 per share. The October 2025 Placement Agent Warrants are exercisable immediately upon issuance for a period of five years. The October 2025 Warrants have subsequent rights and anti-dilutive provisions.

On December 12, 2025, an investor that participated in the Company’s February 2021 financing provided the Company with notice of the irrevocable abandonment and surrender of warrants to purchase 4,444 shares of common stock at an exercise price of $225.00 per share for no consideration. Subsequently, on January 18, 2026 and February 12, 2026, the remaining warrants issued in connection with the January 2021 and February 2021 financings, to purchase an aggregate of 18,689 shares of common stock at exercise prices ranging from $150.00 to $262.50 per share, expired in accordance with their respective five-year terms. The abandonment and expiration of these warrants resulted in a reduction of outstanding warrants and had no effect on the Company’s unaudited consolidated financial statements.

Warrant activities for the six months ended June 30, 2026 are summarized as follows: