Silo Pharma Inc美股招股说明书(2025-05-16版)

2,723,336 Shares of Common Stock3,333,338 Series A-1 Warrants to Purchase Shares of Common Stock3,333,338 Series A-2 Warrants to Purchase Shares of Common Stock610,002 Pre-Funded Warrants to Purchase Shares of Common StockPlacement Agent Warrants to Purchase up to 250,000 Shares of Common StockUp to 7,562,678 Shares of Common Stock Underlying the Common Stock Purchase Warrants,Pre-Funded Warrants and Placement Agent Warrants We are offering 2,723,336 shares of our common stock, $0.0001 par value per share, or common stock, together with series A-1common stock purchase warrants to purchase up to 3,333,338 shares of common stock, or the series A-1 warrants and series A-2common stock purchase warrants to purchase up to 3,333,338 shares of common stock, or the series A-2 warrants and, collectivelywith the series A-1 warrants, the common stock purchase warrants. Each share of our common stock, or a pre-funded warrant in lieuthereof (as described below), is being sold together with one series A-1 warrant to purchase one share of common stock and one seriesA-2 warrant to purchase one share of common stock. The shares of common stock and common stock purchase warrants areimmediately separable and will be issued separately in this offering, but must be purchased together in this offering. The publicoffering price for each share of common stock and accompanying common stock purchase warrant is $0.60. The series A-1 warrantsand the series A-2 warrants will have an exercise price per share of $0.60, and will be exercisable upon issuance (the “Initial ExerciseDate”). The series A-1 warrants will expire on the five (5) year anniversary of the Initial Exercise Date and the series A-2 warrants willexpire on the eighteen (18) month anniversary of the Initial Exercise Date. We are also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of the outstanding shares of common stock immediately following the consummation of this offering, theopportunity to purchase, if the purchaser so chooses, 610,002 pre-funded warrants to purchase shares of common stock, or the pre-funded warrants, in lieu of shares of common stock. Each pre-funded warrant will be exercisable for one share of our common stockand will be immediately exercisable and will expire when exercised in full. The purchase price of each pre-funded warrant andaccompanying series A-1 and series A-2 common stock purchase warrants will equal the price per share of common stock being soldto the public, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrantsand common stock purchase warrants are immediately separable and will be issued separately in this offering, but must be purchasedtogether in this offering. We are also registering the shares of common stock issuable upon exercise of the common stock purchasewarrants, pre-funded warrants and placement agent warrants pursuant to this prospectus. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SILO.” We have not applied, and do notintend to apply, to list the pre-funded warrants or the common stock purchase warrants on The Nasdaq Capital Market. On May 14,2025, the closing price of our common stock on the Nasdaq Capital Market was $0.60 per share. The trading price of our commonstock has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyondour control, including those described in “Risk Factors.” We have engaged H.C. Wainwright & Co., LLC, or the placement agent, to act as our exclusive placement agent in connection withthis offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placementagent the fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we willdeliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received inescrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Becausethere is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securitiesoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive arefund in the event that we do not sell an amount of securities sufficient to p