硅谷制药有限公司美股招股说明书(2025-11-26版)

Up to 3,071,428 Shares of Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale of up to an aggregate of 3,071,428 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 “Investor Warrants”), to purchase up to 2,857,143 sharesof Common Stock (the “Investor Warrant Shares”), at an exercise price of $0.75 per share; issued by us to certain accredited investorson October 1, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement,dated as of September 29, 2025 (the “Purchase Agreement”); and (ii) common stock purchase warrants (the “Placement AgentWarrants,” together with the Investor Warrants, the “Warrants”) to purchase 214,285 shares of Common Stock (the “Placement AgentWarrant Shares,” together with the Investor Warrant Shares, the “Warrant Shares”) issued to H.C. Wainwright & Co., LLC, asexclusive placement agent (the “Placement Agent”), at an exercise price of $1.0938 per share. The Investor Warrants are exercisable 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 Investor Warrants and the PrivatePlacement Warrants were each issued to the applicable Selling Shareholders in connection with private placement offerings pursuant toSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 8. 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 what 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) $0.75 per share upon the cash exercise of the Investor Warrants and (ii) $1.0938 per share upon the cashexercise of the Placement Agent Warrants Upon the exercise of the Warrants for all 3,071,428 Shares by payment of cash, we wouldreceive aggregate gross proceeds of approximately $2.38 million. However, we cannot predict when and in what amounts or if theWarrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive The Common Stock is currently listed on the Nasdaq Capital Market under the symbol “SILO” On October 27, 2025, the last reported 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 sold Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “RiskFactors” beginning on page 7 and in the documents which are incorporated by reference herein before you invest in ourCommon 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 representation to the contrary is a criminal offense. The date of this prospectus is November 26, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus relates to the offer and resale of up to an aggregate of 3,071,428 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 “Investor Warrants”), to purchase up to 2,857,143 sharesof Common Stock (the “Investor Warrant Shares”), at an exercise price of $0.75 per share; issued by us to certain accredited investorson October 1, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement,dated as of September 29, 2025 (the “Purchase Agreement”); and (ii) common stock purchase warrants (the “Placement AgentWarrants,” together with the Investor Warrants, the “Warrants”) to purchase 214,285 shares of Common Stock (the “Placement AgentWarrant Shares,” togethe