Silo Pharma issues 150,000 shares to buy software and intellectual property

Silo Pharma, Inc. entered into an asset purchase agreement dated October 13, 2026 with Larry King. Under the agreement, King agreed to sell, and Silo agreed to buy, certain software and related intellectual property. Silo paid for the assets by issuing King 150,000 shares of its common stock, par value $0.0001 per share. The company reported the agreement in a Form 8-K signed October 14, 2026 by Chief Executive Officer Eric Weisblum.

The shares and the lock-up

The shares are subject to a lock-up that starts on the effective date of the agreement and ends on the earliest of three events: twelve months after that date, a change in control as defined in the agreement, or the company's written consent. During the lock-up, King may not offer, sell, contract to sell, hedge, pledge, grant options over, or otherwise transfer the shares, and he may not enter into any swap or similar transaction that transfers the economics of owning them.

The shares were offered and sold to King in reliance on the private placement exemption in Section 4(a)(2) of the Securities Act of 1933, according to Item 3.02 of the 8-K. The 8-K does not name an underwriter, a placement agent or any financial advisor for the issuance. The shares went directly to the seller under the asset purchase agreement.

The agreement contains representations, warranties and covenants that the company calls customary for agreements of its type. King agreed to indemnify Silo for any misrepresentation or breach, for any infringement of third-party rights by any part of the software, and for any acts of gross negligence, fraud or intentional misconduct on his part. The agreement is filed as Exhibit 10.1. The 8-K says its schedules have been omitted under Item 601(b)(10) of Regulation S-K, and that Silo will furnish them to the SEC on request.

What the 8-K does not give

The 8-K does not state the value of the software or the intellectual property, and it does not give a price per share for the 150,000 shares. It does not describe what the software does or how the company plans to use it. It also does not identify King's relationship to the company, if any.

The company's business

Silo's annual report, filed March 27, 2026, describes the company as a developmental stage biopharmaceutical and cryptocurrency company. Its therapeutic focus is on PTSD, stress-induced anxiety disorders, fibromyalgia and central nervous system diseases. The report describes SP-26 as a time-release, ketamine-based implant for fibromyalgia and chronic pain. Its lead program, SPC-15, is an intranasal drug for PTSD and stress-induced anxiety disorders. The report says the company had a pre-IND meeting with the FDA in September 2024 and is aiming for an IND submission in 2026. Its two preclinical programs are SPC-14, an intranasal compound for Alzheimer's disease, and SPU-16, a CNS-homing peptide with an initial research indication in multiple sclerosis.

The report also says the company seeks rights from universities and researchers in psychedelic drugs such as psilocybin and ketamine. It notes that psilocybin is classified as a Schedule I substance under the Controlled Substances Act. The evidence it cites for psilocybin comes from academic-sponsored studies, not from Silo's own trials.

The financial position

XBRL data from the annual report show revenue of $72,102 in both 2025 and 2024. Research and development expense was $2.2 million in 2025, down from $2.4 million in 2024. The net loss was $4.2 million in 2025, against $4.4 million in 2024. Cash used in operations was $4.7 million in 2025, up from $3.8 million in 2024.

Year-end cash and cash equivalents were $4.7 million at the end of 2025, according to a 10-Q filed August 13, 2026, and $3.9 million at the end of 2024. At June 30, 2026, cash and cash equivalents were $3.3 million and short-term investments were $2.0 million.

The 8-K does not say whether Silo plans to raise money to fund its programs.

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