Silo Pharma Inc美股招股说明书(2026-08-06版)

1,906,392 Shares of Common Stock Pursuant to this prospectus, the selling shareholders identified herein (the “Selling Shareholders”) are offering on a resale basis anaggregate of 1,906,392 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Silo Pharma,Inc., (the “Company,” “we,” “us” or “our”) consisting of (i) 124,000 shares (the “Common Shares”) of Common Stock issued pursuantto a securities purchase agreement entered into by and between us and certain institutional investors dated July 9, 2026 (the “PurchaseAgreement”), (ii) 495,965 shares (the “Pre-Funded Warrant Shares”) of Common Stock that are issuable upon exercise of pre-fundedwarrants (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share issued pursuant to the Purchase Agreement, (iii) up to619,965 shares (the “Series A-3 Warrant Shares”) of Common Stock issuable upon exercise of Series A-3 warrants (the “Series A-3Warrants”) at an exercise price of $6.21 per share issued pursuant to the Purchase Agreement, (iv) up to 619,965 shares (the “Series A-4 Warrant Shares”) of Common Stock issuable upon exercise of Series A-4 warrants (the “Series A-4 Warrants”) at an exercise price of$6.21 per share issued pursuant to the Purchase Agreement, and (v) up to 46,497 shares (the “Placement Agent Warrant Shares,”together with the Pre-Funded Warrant Shares, the Series A-3 Warrant Shares, the Series A-4 Warrant Shares and the Placement AgentWarrant Shares, the “Warrant Shares”) of Common Stock issuable upon exercise of warrants (the “Placement Agent Warrants,”together with the Pre-Funded Warrants, the Series A-3 Warrants, and the Series A-4 Warrants, the “Warrants”) at an exercise price of$8.065 per share issued pursuant to the engagement letter dated as of April 23, 2026, by and between the Company and H.C.Wainwright & Co., LLC (the “Placement Agent”). We will not receive any of the proceeds from the sale by the Selling Shareholders of the Common Stock. Upon any exercise of theWarrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect tothe 1,782,392 shares of Common Stock offered hereby, would result in gross proceeds to us of approximately $8.07 million. However,we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that theWarrants may expire and never be exercised, in which case we would not receive any cash proceeds. The Pre-Funded Warrants are immediately exercisable until such Pre-Funded Warrants are exercised in full. Each of the Series A-3Warrants, Series A-4 Warrants and Placement Agent Warrants are immediately exercisable upon issuance. The Series A-3 Warrantswill expire five (5) years following the effective date of this registration statement. The Series A-4 Warrants will expire eighteen (18)months following the effective date of this registration statement. The Placement Agent Warrants are exercisable for five (5) yearsfollowing the effective date of this registration statement. The holders of the Shares are each referred to herein as a “SellingShareholder” and collectively as the “Selling Shareholders.” This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in whichthe Shares may be offered and sold will be described in a supplement to this prospectus. The Common Shares and the Warrants wereeach issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of theSecurities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional informationregarding the issuance of the Common Shares, the Warrants and the Warrant Shares, see “July 2026 Private Placement” beginning onpage 9. The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 10. 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 15. Our Common stock is listed on The Nasdaq Capital Market under the symbol “SILO”. On July 23, 2026, the closing price as reportedon The Nasdaq Capital Market was $4.46 per share. There is no established public trading market for the Warrants, and we do notexpect a market to develop. Without an active trading m