Silo Pharma Inc美股招股说明书(2026-04-16版)

2,416,670 Series A-1 Warrants to Purchase Shares of Common Stock2,356,670 Series A-2 Warrants to Purchase Shares of Common StockPlacement Agent Warrants to Purchase up to 250,000 Shares of Common StockUp to 5,023,340 Shares of Common Stock Underlying the Common Stock Purchase Warrantsand Placement Agent Warrants We are offering series A-1 common stock purchase warrants to purchase up to 2,416,670 shares of common stock, or the series A-1warrants and series A-2 common stock purchase warrants to purchase up to 2,356,970 shares of common stock, or the series A-2warrants and, collectively with the series A-1 warrants, the common stock purchase warrants. Each share of our common stock, or apre-funded warrant in lieu thereof (as described below), is being sold together with one series A-1 warrant to purchase one share ofcommon stock and one series A-2 warrant to purchase one share of common stock. The public offering price for each common stockpurchase warrant is $0.60. The series A-1 warrants and the series A-2 warrants will have an exercise price per share of $0.60, and willbe exercisable upon issuance (the “Initial Exercise Date”). The series A-1 warrants will expire on the five (5) year anniversary of theInitial Exercise Date and the series A-2 warrants will expire on the eighteen (18) month anniversary of the Initial Exercise Date. We are also registering the shares of common stock issuable upon exercise of the common stock purchase warrants, and placementagent 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 April 13,2026, the closing price of our common stock on the Nasdaq Capital Market was $0.4309 per share. On July 3, 2025, we received anotification from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that we were not in compliance with the minimum bid pricerequirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Specifically, NasdaqListing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30consecutive business days. Therefore, in accordance with Listing Rule 5810(c)(3)(A), we were provided 180 calendar days, or untilDecember 24, 2025, to regain compliance with the Rule. Subsequently, on December 24, 2025, Nasdaq determined the Company waseligible for an additional 180 calendar days, or until June 22, 2026, to regain compliance with the Rule. If we fail to regain complianceduring the second 180-day period, then Nasdaq will notify us of its determination to delist our common stock, at which as will have anopportunity to appeal the delisting determination to a Hearings Panel. The trading price of our common stock has been, and maycontinue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including thosedescribed 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 pursue our business goals described in this prospectus. Inaddition, because there is no escrow account and no minimum offering amount, investors could be in a position where they haveinvested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering.Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty aboutwhether we would be able to use such funds t