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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Silo Pharma, Inc. 10-K 12/31/23 69:6.7M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.37M
2: EX-4.1 Description of the Registrant's Securities HTML 33K
3: EX-21.1 Subsidiaries List HTML 20K
4: EX-23.1 Consent on Independent Registered Accounting Firm HTML 20K
8: EX-97.1 Silo Pharma, Inc. Clawback Policy HTML 61K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
14: R1 Cover HTML 94K
15: R2 Audit Information HTML 26K
16: R3 Consolidated Balance Sheets HTML 115K
17: R4 Consolidated Balance Sheets (Parentheticals) HTML 41K
18: R5 Consolidated Statements of Operations and HTML 143K
Comprehensive Loss
19: R6 Consolidated Statements of Operations and HTML 32K
Comprehensive Loss (Parentheticals)
20: R7 Consolidated Statements of Changes in HTML 75K
Stockholders? Equity
21: R8 Consolidated Statements of Cash Flows HTML 100K
22: R9 Organization and Business HTML 29K
23: R10 Summary of Significant Accounting Policies HTML 48K
24: R11 Fair Value of Financial Instruments and Fair Value HTML 45K
Measurements
25: R12 Disposal of the Discontinued Operations of the HTML 30K
NFID Business
26: R13 Note Receivable HTML 28K
27: R14 Stockholders? Equity HTML 52K
28: R15 Concentrations HTML 24K
29: R16 Commitments and Contingencies HTML 85K
30: R17 Income Taxes HTML 34K
31: R18 Subsequent Events HTML 24K
32: R19 Pay vs Performance Disclosure HTML 33K
33: R20 Insider Trading Arrangements HTML 27K
34: R21 Accounting Policies, by Policy (Policies) HTML 82K
35: R22 Summary of Significant Accounting Policies HTML 26K
(Tables)
36: R23 Fair Value of Financial Instruments and Fair Value HTML 37K
Measurements (Tables)
37: R24 Disposal of the Discontinued Operations of the HTML 30K
NFID Business (Tables)
38: R25 Note Receivable (Tables) HTML 26K
39: R26 Stockholders? Equity (Tables) HTML 40K
40: R27 Commitments and Contingencies (Tables) HTML 35K
41: R28 Income Taxes (Tables) HTML 32K
42: R29 Organization and Business (Details) HTML 33K
43: R30 Summary of Significant Accounting Policies HTML 65K
(Details)
44: R31 Summary of Significant Accounting Policies HTML 28K
(Details) - Schedule of Potentially Dilutive
Shares
45: R32 Fair Value of Financial Instruments and Fair Value HTML 44K
Measurements (Details)
46: R33 Fair Value of Financial Instruments and Fair Value HTML 35K
Measurements (Details) - Schedule of Financial
Assets and Liabilities Measured at Fair Value on a
Recurring Basis
47: R34 Fair Value of Financial Instruments and Fair Value HTML 41K
Measurements (Details) - Schedule of Summarizes
Activity in the Company?s Short Term Investments
and Equity Investments at Fair Value
48: R35 Disposal of the Discontinued Operations of the HTML 47K
NFID Business (Details)
49: R36 Disposal of the Discontinued Operations of the HTML 33K
NFID Business (Details) - Schedule of Operating
Result of Discontinued Operations of the NFID
Business
50: R37 Note Receivable (Details) HTML 40K
51: R38 Note Receivable (Details) - Schedule of Note HTML 36K
Receivable
52: R39 Stockholders? Equity (Details) HTML 210K
53: R40 Stockholders? Equity (Details) - Schedule of Stock HTML 53K
Option Activities
54: R41 Stockholders? Equity (Details) - Schedule of HTML 59K
Warrant Activities
55: R42 Concentrations (Details) HTML 31K
56: R43 Commitments and Contingencies (Details) HTML 437K
57: R44 Commitments and Contingencies (Details) - Schedule HTML 34K
of Milestone Payments
58: R45 Commitments and Contingencies (Details) - Schedule HTML 43K
of Minimum Annual Royalty Payments
59: R46 Commitments and Contingencies (Details) - Schedule HTML 30K
of Shall Pay UMB Fees
60: R47 Commitments and Contingencies (Details) - Schedule HTML 25K
of Future Amounts Due Under Sponsored Study and
Research Agreements
61: R48 Income Taxes (Details) HTML 29K
62: R49 Income Taxes (Details) - Schedule of Income Taxes HTML 34K
at the Effective Statutory Rate and the Provision
for Income Taxes
63: R50 Income Taxes (Details) - Schedule of Net Deferred HTML 29K
Tax Asset
64: R51 Subsequent Events (Details) HTML 34K
66: XML IDEA XML File -- Filing Summary XML 122K
69: XML XBRL Instance -- ea0201957-10k_silopharma_htm XML 974K
65: EXCEL IDEA Workbook of Financial Report Info XLSX 151K
10: EX-101.CAL XBRL Calculations -- silo-20231231_cal XML 105K
11: EX-101.DEF XBRL Definitions -- silo-20231231_def XML 783K
12: EX-101.LAB XBRL Labels -- silo-20231231_lab XML 1.45M
13: EX-101.PRE XBRL Presentations -- silo-20231231_pre XML 728K
9: EX-101.SCH XBRL Schema -- silo-20231231 XSD 196K
67: JSON XBRL Instance as JSON Data -- MetaLinks 508± 728K
68: ZIP XBRL Zipped Folder -- 0001213900-24-025615-xbrl Zip 541K
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2023, Silo Pharma, Inc. (“the Company”) had one class of security registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, par value $0.0001 per share (the “Common Stock”).
Description of Common Stock
The following description of the common stock, par value $0.0001 per share (“Common Stock”) of Silo Pharma, Inc., a Nevada corporation (the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), and the Company’s Bylaws the “Bylaws”), each of which was filed as an exhibit to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 20, 2023 and incorporated herein by reference. The Company encourages you to read its Articles of Incorporation, Bylaws, and the applicable provisions of the Nevada Revised Statutes for additional information.
Authorized Capital Shares
The Company’s authorized capital shares consist of 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
Voting Rights
Except as otherwise provided in these Articles of Incorporation or required by applicable law, the holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock held by him. Notwithstanding the foregoing, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to these Articles of Incorporation (including any resolution relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to these Articles of Incorporation (including any resolution adopted relating to any series of Preferred Stock).
Dividend Rights
The board of directors (the “Board of Directors” or “Board”) of the corporation may cause dividends to be paid to the holders of shares of Common Stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared on the Common Stock, whether payable in cash, in property or in shares of stock or other securities of the corporation, the holders of Common Stock shall be entitled to share ratably according to the number of shares of Common Stock held by them, in such dividends.
Liquidation Rights
Subject to the terms of any resolution or resolutions adopted by the Board of Directors pursuant to the rights of any holders of preferred stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of Common Stock shall be entitled to share ratably, according to the number of shares of Common Stock held by them, in all remaining assets of the corporation available for distribution to its stockholders.
Options
As of March 25, 2024, we have options to purchase up to 28,849 shares of our common stock issued and outstanding at a weighted average exercise price of $7.28 per share.
Warrants
As of March 25, 2024, we have warrants to purchase up to 404,580 shares of our common stock issued and outstanding at an exercise price between $6.25 to $17.50 per share.
Anti-Takeover Provisions of our Certificate of Incorporation and our Bylaws
Set forth below is a summary of the provisions of the Company’s Articles of Incorporation and Bylaws that could have the effect of delaying or preventing a change in control of the Company. The following description is only a summary, and it is qualified by reference to the Articles of Incorporation, Bylaws and relevant provisions of the Nevada Revised Statutes.
Board of Directors Vacancies
Our Bylaws authorize only its board of directors to fill vacant directorships. In addition, the number of directors constituting the Company’s board of directors may be set only by resolution of the majority of the incumbent directors.
Special Meeting of Stockholders
Our Bylaws provide that special meeting of our stockholders may be called by our President or our board of directors and Chairman of the Board.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance without shareholder approval and may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Indemnification
Section 78.7502(1) of the Nevada Revised Statutes provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in an action brought by or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe his action was unlawful.
Section 78.7502(2) of the Nevada Revised Statutes provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or on behalf of the corporation to procure a judgment in its favor because the person acted in any of the capacities set forth above, against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by that person in connection with the defense or settlement of such action or suit, if the person acted in accordance with the standard set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the Nevada Revised Statutes further provides that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue or matter therein, that person shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by that person in connection therewith.
Section 78.751 of the Nevada Revised Statutes provides that unless indemnification is ordered by a court, the determination to provide indemnification must be made by the shareholders, by a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in specified circumstances by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or an agreement made by the corporation may provide for the payment of the expenses of a director or officer of the expenses of defending an action as incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification. Section 78.751 of the Nevada Revised Statutes further provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators.
2
Section 78.752 of the Nevada Revised Statutes provides that a corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the authority to indemnify him against such liabilities and expenses.
Our Articles of Incorporation and Bylaws provide that the Company shall, to the fullest extent permitted by the provisions of the Nevada Revised Statutes, indemnify any and all persons whom it shall have the power to indemnify under the Nevada Revised Statutes.
Transfer Agent and Registrar
Transfer Agent and Registrar
Our transfer agent and registrar is West Coast Stock Transfer, Inc. whose address is 721 N. Vulcan Avenue, Suite 106, Encinitas, CA 92024.
Listing
Our common stock is quoted the Nasdaq Capital Market under the symbol “SILO.”
3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/24 | |||
| For Period end: | 12/31/23 | |||
| 12/20/23 | 8-K12B | |||
| List all Filings | ||||