Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2021, Silo Pharma, Inc. (the "Company") entered into a entered
into a Patent License Agreement (the "Agreement") by and among the Company and
Silo Pharma, Inc., a Florida corporation (a wholly owned subsidiary of the
Company) and their affiliates and subsidiaries (collectively, the "Licensor")
and AIkido Pharma Inc. ("AIkido") pursuant to which the Licensor granted AIkido
an exclusive, worldwide (the "Territory"), sublicensable, royalty-bearing
license to certain intellectual property (i) to make, have made, use, provide,
import, export, lease, distribute, sell, offer for sale, develop and advertise
certain licensed products and (ii) to develop and perform certain licensed
processes for the treatment of cancer and symptoms caused by cancer (the "Field
of Use"). In addition, pursuant to the Agreement, if the Licensor exercises the
option granted to it pursuant to its Commercial Evaluation License and Option
Agreement with University of Maryland, Baltimore ("UMB"), effective as of July
15, 2020, the Licensor shall grant AIKido a non-exclusive sublicense to certain
UMB patent rights in the field of neuroinflammatory diseases occurring in
patients diagnosed with cancer. Pursuant to the Agreement, AIkido shall pay the
Licensor, among other things, (i) a one-time cash payment of $500,000 and (ii)
royalty payments equal to 2% of Net Sales (as defined in the Agreement) in the
Field of Use in the Territory. In addition, AIkido shall issue the Licensor 500
shares of its newly designated Series M Convertible Preferred Stock. The
Agreement will remain in effect until the expiration or abandonment of all
issued patents and filed patent applications within the licensed patents set
forth in the Agreement, unless earlier terminated in accordance with the
provisions of the Agreement.
With respect to a vote of AIkido's stockholders to approve a reverse split of
its common stock no later than December 31, 2021 only ("Reverse Stock Split
Vote"), each share of the Series M Convertible Preferred Stock shall be entitled
to such number of votes equal to 20,000 shares of AIkido's common stock. In
addition, each share of the Series M Convertible Preferred Stock shall be
convertible, at any time after the earlier of (i) the date that the Reverse
Stock Split Vote is approved by AIkido's stockholders and (ii) December 31,
2021, at the option of the holder, into such number of shares of AIkido's common
stock determined by dividing the Stated Value by the Conversion Price. "Stated
Value" means $1,000. "Conversion Price" means $0.80, subject to adjustment.
The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by
reference.
Item 8.01. Other Events.
On January 6, 2021 and January 11, 2021, the Company issued press releases
announcing the execution of the Agreement. A copy of each press release is
attached to this Current Report on Form 8-K as Exhibit 99.1, which are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
Exhibit No. Description
10.1 Patent License Agreement by and among the Company and Silo Pharma,
Inc., a Florida corporation and their affiliates and subsidiaries and
AIkido Pharma Inc.
99.1 Press release, dated January 6, 2021
99.2 Press release, dated January 11, 2021
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