As filed with the U.S. Securities and Exchange
Commission on January 25, 2024
Registration No. 333-276658
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILO PHARMA, INC.
(Exact name of Registrant as specified in its charter)
| Nevada |
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27-3046338 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification Number) |
677 N. Washington Boulevard
Sarasota, Florida 34236
(718) 400-9031
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
677 N. Washington Boulevard
Sarasota, Florida 34236
(718) 400-9031
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Richard A. Friedman, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112
Telephone: (212) 653-8700
Approximate date of commencement of proposed
sale to the public: From time to time, after the effective date of this registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| Emerging growth company ☐ |
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment
No. 1”) to the Registration Statement on Form S-3 (File No. 333-276658) of Silo Pharma, Inc. (“Registration Statement”)
is being filed solely for the purpose of filing an updated Exhibit 5.1. Accordingly, this Amendment No. 1 consists only of the facing
page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibit 5.1 and the Exhibit Index.
The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment No. 1.
Item 16. Exhibits.
a) Exhibits.
| * | To
the extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Exchange Act and incorporated by reference
herein. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Sarasota, State of Florida, on January 25, 2024.
| |
SILO PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Eric Weisblum |
| |
|
Eric Weisblum |
| |
|
Chief Executive Officer |
II-2
Exhibit 5.1
 |
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com |
January 25, 2024
VIA ELECTRONIC MAIL
Silo Pharma, Inc.
677 N. Washington Blvd.
Sarasota, Florida 34236
| |
Re: |
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Silo Phama, Inc.,
a Nevada corporation (the “Company”), in connection with the shelf Registration Statement on Form S-3 (as amended or
supplemented, the “Registration Statement”), filed by the Company on January 23, 2024 with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act,
as set forth in the Registration Statement, the prospectus contained therein (the “Base Prospectus”) and one or more
supplements to the Base Prospectus (each, a “Prospectus Supplement”) and any free-writing prospectus(es) of up to $25,000,000
aggregate offering proceeds, of the following securities of the Company (collectively, the “Securities”):
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● |
shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); |
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● |
shares of preferred stock, par value $0.0001 par value, of the Company, in one or more series or classes (the “Preferred Stock”); |
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debt securities, in one or more series (the “Debt Securities”), which may be issued pursuant to an indenture to be dated on or about the date of the first issuance of Debt Securities thereunder, but which may not be guaranteed by any affiliates of the Company or any other person, by and between a trustee to be selected by the Company (the “Trustee”) and the Company, in the form filed as Exhibit 4.3 or Exhibit 4.4 to the Registration Statement (the “Indenture”); |
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● |
warrants to purchase Common Stock, Preferred Stock or Debt Securities (the “Warrants”), which may be issued under warrant agreements (each, a “Warrant Agreement”), to be dated on or about the date of the first issuance of the applicable Warrants thereunder, by and between the Company and a warrant agent to be selected by the Company (the “Warrant Agent”); and |
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● |
units consisting of Common Stock, Preferred Stock, Debt Securities, or Warrants (the “Units”), which may be issued under unit agreements (each, a “Unit Agreement”), to be dated on or about the date of the first issuance of the applicable Units thereunder, by and between the Company and the other parties thereto (the “Unit Parties”). |
We are delivering this opinion pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined
and relied upon originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and
other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual
matters, we have relied upon certificates of officers of the Company and have not independently sought to verify such matters.
In rendering this opinion, we have assumed (i)
the genuineness and authenticity of all signatures on original documents; (ii) the authenticity of all documents submitted to us as originals;
(iii) the conformity to originals of all documents submitted to us as copies; (iv) the accuracy, completeness and authenticity of certificates
of public officials; (v) the due authorization, execution and delivery of all documents where authorization, execution and delivery are
prerequisites to the effectiveness of such documents; (vi) that the Registration Statement and any required post-effective amendment thereto
have all become effective under the Securities Act and the Base Prospectus any and all Prospectus Supplement(s) required by applicable
laws and any and all free-writing prospectus(es) related to the offer and sale of the Securities have been delivered and filed as required
by such laws; (vii) that the issuance and sale of the Securities do not violate any applicable law, are in conformity with the Company’s
then operative Articles of Incorporation (as defined below) and Bylaws, do not result in a default under or breach of any agreement or
instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company or its properties or assets; (viii) a prospectus supplement will have been prepared and filed with
the Commission describing the Securities offered thereby; (ix) a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto,
as applicable; and (x) if the holders of the Debt Securities are granted rights to inspect corporate books and records and to vote in
the election of directors or any matters on which shareholders of the Company may vote, such rights will be set forth in the Articles
of Incorporation or the Articles of Incorporation grants to the Company’s Board of Directors the power to confer such voting or
inspection rights and the Company’s Board of Directors will have conferred such rights.
With respect to our opinion as to the Common Stock
or other Securities convertible into, exercisable for, or including Common Stock, we have been advised by the Company and for purposes
of this opinion we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock are authorized and
available for issuance and that the consideration for the issuance and sale of the Common Stock (or for Preferred Stock or Debt Securities
convertible into Common Stock, or for Warrants exercisable for Common Stock, or Units consisting of or including Common Stock) is in an
amount that is not less than the par value of the Common Stock. With respect to our opinion as to the Preferred Stock or other Securities
convertible into, exercisable for, or including Preferred Stock, we have assumed that, (a) at the time of issuance and sale, a sufficient
number of shares of Preferred Stock are authorized, designated and available for issuance and that the consideration for the issuance
and sale of the Preferred Stock (or for Debt Securities convertible into Preferred Stock, or for Warrants exercisable for Preferred Stock
or for Units consisting of or including Preferred Stock) is in an amount that is not less than the par value of the Preferred Stock, and
(b) the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges
and liquidation privileges of each series of Preferred Stock will be set forth in a certificate of designation to be approved by the Company’s
Board of Directors, or in an amendment to the Company’s then operative articles of incorporation (the “Articles of Incorporation”),
to be approved by the Company’s Board of Directors and shareholders, and that one or both of these documents will be filed either
as an exhibit to an amendment to the Registration Statement to be filed after the date of this opinion or as an exhibit to a Current Report
on Form 8-K to be filed after the Registration Statement has become effective. We have also assumed with respect to the Debt Securities
offered under the Registration Statement and the related Indenture, that such securities will be executed in the form filed as an exhibit
to the Registration Statement and that the Trustee under the Indenture shall have been qualified pursuant to the Trust Indenture Act of
1939, as amended, at the time the Debt Securities are offered or issued (or such later time as may be permitted pursuant to the rules,
regulations, interpretations or positions of the Commission). We have also assumed that (i) with respect to Securities being issued upon
conversion of any convertible Preferred Stock, the applicable convertible Preferred Stock will be duly authorized, validly issued, fully
paid and nonassessable; and (ii) with respect to any Securities being issued upon conversion of any convertible Debt Securities or upon
exercise of any Warrants or relating to any Units, the applicable convertible Debt Securities or Warrants or Units will be valid and legally
binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited
by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights,
and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. We have
also assumed with respect to the Warrants offered under the Registration Statement, that (a) such Warrants will be issued pursuant to
a Warrant Agreement, (b) the Warrant Agreement will be filed either as an exhibit to an amendment to the Registration Statement to be
filed after the date of this opinion or as an exhibit to a Current Report on Form 8-K to be filed after the Registration Statement has
become effective, and (c) the particular terms of any series of Warrants will be set forth in a supplement to the prospectus forming a
part of the Registration Statement. We have also assumed with respect to the Units offered under the Registration Statement, that (a)
such Units will be issued pursuant to a Unit Agreement, (b) the Unit Agreement will be filed either as an exhibit to an amendment to the
Registration Statement to be filed after the date of this opinion or as an exhibit to a Current Report on Form 8-K to be filed after the
Registration Statement has become effective, and (c) the particular terms of any series of Units will be set forth in a supplement to
the prospectus forming a part of the Registration Statement.
Notwithstanding anything to the contrary, our
opinion herein is expressed solely with respect to the federal laws of the United States, the Nevada
Revised Statutes and, as to the Debt Securities constituting valid and legally binding obligations of the Company, solely with
respect to the laws of the State of New York. We express no opinion as to any provision of the Debt Securities that: (a) relates to the
subject matter jurisdiction of any federal court of the United States of America or any federal appellate court to adjudicate any controversy
related to the Debt Securities or (b) contains a waiver of an inconvenient forum. We express no opinion as to whether the laws of any
jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state
law, rule or regulation relating to securities, or to the sale or issuance thereof. We express no opinions concerning (i) the validity
or enforceability of any provisions contained in Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable law; or (ii) the validity or enforceability of any provisions
contained in Warrant Agreements or Unit Agreements that purport to waive or not give effect to rights to notices, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable law.
On the basis of the foregoing and in reliance
thereon, and subject to the qualifications herein stated, we are of the opinion that:
1. With respect to the Common Stock offered under
the Registration Statement provided that (i) the issuance of the Common Stock has been
duly authorized by all necessary corporate action on the part of the Company; and (ii) the certificates for the Common Stock have been
duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against the requisite
payment therefor, which the Company has received, the Common Stock, when issued and sold as contemplated in the Registration Statement,
the Base Prospectus and the related Prospectus Supplement(s) and any related free-writing prospectus(es) and in accordance with any applicable
duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Preferred Stock
or convertible Debt Securities in accordance with their terms, or upon exercise of any Warrants in accordance with their terms, will be
duly authorized, validly issued, fully paid and nonassessable.
2. With respect to the Preferred Stock offered
under the Registration Statement, provided that (i) the terms and issuance of the Preferred Stock have been duly authorized by all necessary
corporate action on the part of the Company; (ii) appropriate certificates of amendment to the then operative Articles of Incorporation
relating to the terms and issuance of Preferred Stock have been duly approved by the Company’s Board of Directors and been filed
with and accepted by the State of Nevada; and (iii) the certificates for the Preferred Stock have been duly executed by the Company, countersigned
by the transfer agent therefor and duly delivered to the purchasers thereof against the requisite payment therefor, which the Company
has received, then the Preferred Stock, when issued and sold as contemplated in the Registration Statement, the Base Prospectus and the
related Prospectus Supplement(s) and any related free-writing prospectus(es) and in accordance with any applicable duly authorized, executed
and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Debt Securities in accordance with their
terms, or upon exercise of any Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable.
3. With respect to any series of the Debt Securities
issued under the Indenture and offered under the Registration Statement, provided that (i) the Indenture has been duly authorized by the
Company and the Trustee by all necessary corporate action; (ii) the Indenture in substantially the form filed as an exhibit to the Registration
Statement, has been duly executed and delivered by the Company and the Trustee; (iii) the terms of the Debt Securities and of their issuance
and sale have been duly authorized by the Company by all necessary corporate action; (iv) the terms of the Debt Securities and of their
issuance and sale have been duly established in conformity with the Indenture; and (v) the Debt Securities have been duly executed and
delivered by the Company and authenticated by the Trustee pursuant to the Indenture and delivered against the requisite payment therefor,
which the Company has received, then the Debt Securities, when issued and sold in accordance with the Indenture and as contemplated by
the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), and a duly authorized, executed and delivered
purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, or upon exercise of any Warrants in accordance with their terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’
rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.
4. With respect to the Warrants issued under a
Warrant Agreement and offered under the Registration Statement, provided that (i) the Warrant Agreement has been duly authorized by the
Company and the Warrant Agent by all necessary corporate action; (ii) the Warrant Agreement has been duly executed and delivered by the
Company and the Warrant Agent as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); (iii)
the issuance and terms of the Warrants have been duly authorized by the Company by all necessary corporate action; and (iv) the Warrants
have been duly executed and delivered by the Company and authenticated by the Warrant Agent pursuant to the Warrant Agreement and delivered
against the requisite payment therefor, which the Company has received, and assuming that the Warrants are then issued and sold as contemplated
in the Registration Statement, the Prospectus and the Prospectus Supplement(s), then the Warrants, when issued and sold in accordance
with the Warrant Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and
legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’
rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.
5. With respect to the Units issued under a Unit
Agreement and offered under the Registration Statement, provided that (i) the Unit Agreement has been duly authorized by the Company and
the Unit Parties by all necessary corporate action; (ii) the Unit Agreement has been duly executed and delivered by the Company and the
Unit Parties as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); (iii) the issuance and
terms of the Units have been duly authorized by the Company by all necessary corporate action; and (iv) the Units have been duly executed
and delivered by the Company and authenticated by the Unit Parties pursuant to the Unit Agreement and delivered against the requisite
payment therefor, which the Company has received, and assuming that the Units are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the Prospectus Supplement(s), then the Units, when issued and sold in accordance with the Unit Agreement
and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to
general equity principles and to limitations on availability of equitable relief, including specific performance.
The foregoing opinions are qualified to the extent
that the enforceability of any document, instrument or the Securities may be limited by or subject to bankruptcy, insolvency, fraudulent
transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and
general equitable or public policy principles.
We hereby consent to the filing of this opinion
as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement,
the Base Prospectus, and any Prospectus Supplement. In giving such consent, we do not believe that we are “experts” within
the meaning of such term as used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to
any part of the Registration Statement, including this opinion as an exhibit or otherwise.
This opinion is expressed as of the date hereof
unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed
herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
-4-
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