On October 1, 2026, Silo Pharma, Inc. (the "Company") entered into an asset purchase agreement (the "Agreement") with Norsight Consulting Inc., an Arkansas corporation (the "Seller"). Pursuant to the Agreement, the Seller agreed to sell, and the Company agreed to purchase, certain software, technology, and related intellectual property, including related trademarks, domain names, data, trade secrets and other intellectual property rights (the "Purchased Assets").

 

In consideration for the Purchased Assets, the Company issued to the Seller a warrant (the "Warrant") to purchase up to 300,000 shares of the Company’s common stock, par value $0.0001 per share ("Common Stock"). The Warrant has an exercise price of $1.51 per share and includes a cashless exercise feature. The Warrant is exercisable beginning April 1, 2027 and will expire on September 30, 2031. The Seller may not exercise any portion of the Warrant to the extent the Seller would own more than 4.99% of the outstanding Common Stock immediately after exercise. The Seller may increase or decrease this percentage, provided that it may not exceed 9.99% of the outstanding Common Stock, except that any such increase shall require at least 61 days’ prior notice to the Company. Each share of the Company’s Common Stock received by the Seller in connection with the Agreement, including the shares issuable upon exercise of the Warrant, is subject to a lock-up period beginning on the effective date of the Agreement and ending on the earlier of (i) twelve (12) months after such date, (ii) a Change in Control, as defined in the Agreement, or (iii) written consent of the Company (the "Lock Up Period"). During the Lock Up Period, the Seller may not, without the Company’s prior written consent, directly or indirectly, offer, sell, contract to sell, hedge, pledge, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any such shares, or enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such shares.

 

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