Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2020
SILO PHARMA, INC.
(Name of registrant in its charter)
| Delaware | 000-54872 | 27-3046338 | ||
| (State or jurisdiction of | (Commission File | (IRS Employer | ||
| incorporation or organization) | Number) | Identification No.) |
560 Sylvan Ave, Suite 3160
Englewood Cliffs NJ 07632
(Address of principal executive offices)
(718) 400-9031
(Registrant’s telephone number)
Uppercut Brands Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instructions A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
Effective October 1, 2020, the board of directors (the “Board”) of Silo Pharma, Inc. (the “Company”) appointed Dr. Kevin Muñoz as a director of the Company to fill a vacancy on the Board. The board of directors has determined Dr. Muñoz is independent in accordance with the applicable rules of the Nasdaq Stock Market LLC. Dr. Muñoz will serve on the Board’s Audit and Compensation Committees.
Dr. Muñoz was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Dr. Muñoz and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Set forth below is the biographical information of Dr. Muñoz, as required by Item 401 of Regulation S-K.
Dr. Kevin Muñoz, 42, is currently the Director of Operations at Physical Medicine and Rehabilitation, an outpatient facility for the treatment of musculoskeletal issues, and has served in various capacities with Physical Medicine and Rehabilitation since 2008. Dr. Muñoz holds an MD from Xavier University School of Medicine and a BS from the University of Michigan.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Change of Name
On September 24, 2020, the Company filed with the Delaware Secretary of State a certificate of amendment (the “Amendment”) to the Company’s Certificate of Incorporation to change the legal name of the Company from “Uppercut Brands Inc.” to “Silo Pharma, Inc.” A copy of the Amendment effecting the name change, as filed with the Delaware Secretary of State is attached hereto as Exhibit 3.1.
| Item 8.01 | Other Events. |
On September 28, 2020, the Company issued a press release announcing its name change to Silo Pharma, Inc., a copy of which is filed as Exhibit 99.1.
On October 6, 2020, the Company issued a press release announcing the appointment of Dr. Kevin Muñoz, MD to the Company’s Board of Directors, a copy of which is filed as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
|
Exhibit |
Description | |
| 3.1 | Certificate of Amendment filed with the Delaware Secretary of State on September 24, 2020 | |
| 99.1 | Press Release dated September 28, 2020 | |
| 99.2 | Press Release dated October 6, 2020 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILO PHARMA, INC. | ||
| Date: October 6, 2020 | By: | /s/ Eric Weisblum |
|
Eric Weisblum, Chief Executive Officer | ||
2
Exhibit 3.1
Exhibit 99.1
Uppercut Brands, Inc. Changes Name to Silo Pharma, Inc.; reflecting Company’s Emerging Focusing on the Development and Commercialization of Psychedelic/Psilocybin-based Drug Therapies
Early Entrant, Addressing Massive
Market Opportunity for Psychedelic Drug Therapies
for a Wide-Range of Conditions, Including PTSD and Parkinson’s Disease;
Company to Trade Under New Symbol SILO
NEW YORK , Sept. 28, 2020 (GLOBE NEWSWIRE) -- Uppercuts Brands, Inc. (OTC Pink: UCUT) today announced that it has completed its name change to Silo Pharma, Inc. (“Silo” or “the Company”) and will trade under the stock ticker symbol SILO effective today.
“This name change is a significant step in our transformation to a biopharmaceutical company focused on the development and commercialization of disruptive psychedelic drug therapies,” commented Eric Weisblum, Silo Pharma’s Chief Executive Officer. “As one of the first US publicly-traded entrants into the emerging psilocybin-based drug market, we are pursuing opportunities to sponsor clinical research and subsequently license drug therapies for the treatment of major emotional disturbances such as PTSD, depression, anxiety and addiction as well as other neurological disorders such as Alzheimer’s and Parkinson’s.”
Weisblum continued, “Now more than ever, creative new therapies are needed to address the growing mental health challenges that are being further exacerbated by turbulent economic conditions and the recent global health crisis. Early lab studies with psychedelic drugs, like psilocybin, have shown promising indications producing neurological responses that could potentially treat a wide variety of emotional and neurological disorders. We are pursuing multiple opportunities to partner with leading medical universities to license and/or develop assets based upon psychedelic drug therapies that could be transformative to the health and well-being of patients. Our business is well-capitalized, and we believe that combining our resources with leading medical researchers will lead to significant advances in the psychedelic category.”
“The FDA has recently granted ‘Breakthrough Therapy Designations’ for a number of psychedelic based therapies, accelerating the clinical process, and with decriminalization just beginning, we believe that we are well-positioned at the forefront of an enormous and emerging opportunity,” added Weisblum. “In the coming weeks and months, we will be updating investors with additions to our scientific advisory board, sponsored research/licensing deals with universities and an uplisting to the OTCQB Market.”
About Silo Pharma
Silo Pharma is an early stage biopharmaceutical company focused on the use of psychedelic proprietary therapeutics for patients suffering from indications such as depression, PTSD, Alzheimer’s and other rare neurological disorders. For more information, visit www.silopharma.com
Safe Harbor and Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential” and similar expressions that are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Silo Pharma, Inc. (“Silo” or “the Company”) to differ materially from the results expressed or implied by such statements, including changes to anticipated sources of revenues, future economic and competitive conditions, difficulties in developing the Company’s technology platforms, retaining and expanding the Company’s customer base, fluctuations in consumer spending on the Company’s products and other factors. Accordingly, although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company disclaims any obligations to publicly update or release any revisions to the forward-looking information contained in this presentation, whether as a result of new information, future events or otherwise, after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law.
| Company Contact: | Investor Relations Contact: |
| SiloPharma, Inc. | Hayden IR |
| Eric Weisblum, CEO | Brett Maas |
| 718-498-9890 | 646-536-7331 |
| Email: eric@silopharma.com | Email: brett@haydenir.com |
Exhibit 99.2
Silo Pharma, Inc. Expands Board with Appointment of Dr. Kevin Muñoz MD;
Announces Application to Uplist to OTCQB Market
NEW YORK – October 6, 2020 – Silo Pharma, Inc. (OTC Pink: SILO), which recently announced its transformation to a developmental stage biopharmaceutical company focused on the use of psilocybin as a therapeutic, today announced the appointment of Dr. Kevin Muñoz, MD, to its Board of Directors effective October 1, 2020. In addition, the Company filed an application with the OTC Markets Group, Inc. on September 22, 2020 to uplist from the OTC Pink Open Market to the OTCQB Venture Market tier.
“Dr. Munoz has a strong working knowledge of healthcare operations with more than 15 years in the field including clinical research,” said Eric Weisblum, CEO of Silo Pharma. “Through his professional experiences, he has demonstrated a proven ability to collaborate and improve operational processes to elevate the quality of patient care. We look forward to leveraging his expertise and broad experience to further our mission. Kevin’s experience with “big data” will also help us target the proper indications and patient population that would benefit from psilocybin-based therapeutics.”
Dr. Muñoz currently serves as Director of Operations at Physical Medicine and Rehabilitation where he has responsibility for the day-to-day management of all office operations with a focus on ensuring and increasing patient satisfaction. Prior to that, he led the configuration efforts during an enterprise-wide implementation of application software that also included streamlining and improving business processes. Kevin began his career with Harlem Health Promotion Center in New York City as a Research Assistant where he was responsible for data collection and interpretation. Dr. Muñoz earned a Bachelor of Science from the University of Michigan where he graduated with distinction and a Doctor of Medicine from Xavier University School of Medicine, Aruba NA.
“Moving to a higher OTC Market tier will provide us with greater visibility within the investment community and with stakeholders as we pursue new opportunities for investment in psychedelic drug research including psilocybin,” added Weisblum. “A listing on OTCQB significantly broadens the universe of potential investors in the Company. Historically, companies that have made the move up to the OTCQB tier have experienced an increase in liquidity and access to investment capital.”
The Company intends to move expeditiously to secure the listing on the OTCQB Venture Market tier, which remains subject to OTC Market approval.
About Silo Pharma
Silo Pharma is an early stage biopharmaceutical company that has recently began to focus on the development and use of assets and therapies involving the use of drugs, such as psilocybin or LSD, for patients suffering from indications such as depression, PTSD, Parkinson’s and other rare neurological disorders. For more information, visit www.silopharma.com
Safe Harbor and Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential” and similar expressions that are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Silo Pharma, Inc. (“Silo” or “the Company”) to differ materially from the results expressed or implied by such statements, including changes to anticipated sources of revenues, future economic and competitive conditions, difficulties in developing the Company’s technology platforms, retaining and expanding the Company’s customer base, fluctuations in consumer spending on the Company’s products and other factors. Accordingly, although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company disclaims any obligations to publicly update or release any revisions to the forward-looking information contained in this presentation, whether as a result of new information, future events or otherwise, after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law.
| Company Contact: | Investor Relations Contact: |
| Silo Pharma, Inc. | Hayden IR |
| Eric Weisblum, CEO | Brett Maas |
| 718-498-9890 | 646-536-7331 |
| Email: eric@silopharma.com | Email: brett@haydenir.com |