Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2026, Silo Pharma, Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreements") with certain accredited investors ("the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of (i) 136,005 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock") at a purchase price of $1.50 per Share and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 430,661 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $1.4999 per Pre-Funded Warrant. The Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares are collectively referred to herein as the "Securities."

The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the Purchaser 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 Pre-Funded 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.

In connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement"), dated as of November 5, 2026, with the Purchasers, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") registering the resale of Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants no later than 30 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a "full review" by the Securities and Exchange Commission).

The Private Placement closed on November 6, 2026. The net proceeds to the Company from the Private Placement are expected to be approximately $815,000, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.

The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1, and 10.2, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares, is incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, or the Pre-Funded Warrant Shares, as applicable, were registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The issuance of the Share and the Pre-Funded Warrants, were and the Pre-Funded Warrant Shares issuable upon the exercise of the Pre-Funded Warrants will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.