Silo Pharma Inc美股招股说明书(2026-04-14版)

Silo Pharma, Inc. 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 44. The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 44. 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 91. 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) $3.4375 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 April 9, 2026, the last reported saleprice of our Common Stock was $0.4160. On July 3, 2025, we received a notification from The Nasdaq Stock Market, LLC(“Nasdaq”) notifying us that we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule5550(a)(2) for continued listing on The Nasdaq Capital Market. Specifically, Nasdaq Listing Rule 5550(a)(2) requires listed securitiesto maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet theminimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Therefore, inaccordance with Listing Rule 5810(c)(3)(A), we were provided 180 calendar days, or until December 24, 2025, to regain comp