Silo Pharma Inc美股招股说明书(2025-04-04版)

Up to 820,911 Shares of Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale of up to an aggregate of 820,911 shares (the “Shares”) of common stock, par value$0.0001 per share (“Common Stock”), of Silo Pharma, Inc. (the “Company”, “we”, “us” or “our”), consisting of shares of CommonStock issuable upon the exercise of: (i) common stock purchase warrants (the “July 2024 Investor Warrants”), to purchase up to763,638 shares of Common Stock (the “July 2024 Investor Warrant Shares”), at an exercise price of $2.75 per share; issued by us tocertain accredited investors on July 22, 2024 in a concurrent private placement and registered direct transaction pursuant to a securitiespurchase agreement, dated as of June 4, 2024 (the “July 2024 Purchase Agreement”); and (ii) common stock purchase warrants (the“July 2024 Placement Agent Warrants,” together with the July 2024 Investor Warrants, the “Warrants”) to purchase 57,273 shares ofCommon Stock (the “July 2024 Placement Agent Warrant Shares,” together with the July 2024 Investor Warrant Shares, the “WarrantShares”) issued to designees of H.C. Wainwright& Co., LLC, as exclusive placement agent (the “Placement Agent”), at an exerciseprice of $3.4375 per share. The Warrants are exercisable immediately upon issuance for a five-year period. The holders of the Warrantsand the underlying Warrant Shares are each referred to herein as a “Selling Shareholder” and collectively as the “SellingShareholders.” This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in whichthe Warrant Shares may be offered and sold will be described in a supplement to this prospectus. The Warrants were each issued to theapplicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act of1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional information regarding theissuance of the Warrants and Warrant Shares, see “July 2024 Registered Direct Offering and Concurrent Private Placement.” beginningon page 34. The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 35. The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in whatamount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We providemore information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 79. We are registering the Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. While we willnot receive any proceeds from the sale of our Common Stock by the Selling Shareholders in the offering described in this prospectus,we may receive up to (i) $2.75 per share upon the cash exercise of the July 2024 Investor Warrants; and (ii) $3.4325 per share upon thecash exercise of the July 2024 Placement Agent Warrants. Upon the exercise of the Warrants for all 820,911 Shares by payment ofcash, we would receive aggregate gross proceeds of approximately $2.3 million. However, we cannot predict when and in whatamounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case wewould not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of theShares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managersand similar expenses, if any, incurred for the sale of the Shares. The Common Stock is currently listed on the Nasdaq Capital Market under the symbol “SILO” On August 20, 2024, the last reportedsale price of our Common Stock was $1.41. This offering will terminate on the earlier of(i)the date when all of the Securities registered hereunder have been soldpursuant to this prospectus or Rule 144 under the Securities Act, and(ii)the date on which all of such securities may be soldpursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier. Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “RiskFactors” beginning on page 7 before you invest in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any re