UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 001-41512

 SILO PHARMA, INC

 (Name of Registrant as Specified in Its Charter)

 Nevada

 27-3046338

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification No.)

 677 N. Washington Boulevard
 Sarasota, FL

 34236

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (718) 400-9031

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.0001 par value per share

 SILO

 The Nasdaq Stock Market LLC

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definition 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 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b)

is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes No

 The aggregate market value of the voting stock
and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most recently
completed second fiscal quarter ended June 30, 2023 was $ 5,962,382 based upon the closing price of the registrant's common stock
of $2.05 on the NASDAQ as of that date.

 Number of shares of common stock outstanding
as of March 23, 2024 was 2,843,634 (315,462 shares held in treasury).

 Documents incorporated by reference: None.

 SILO PHARMA, INC.

 FORM 10-K

 DECEMBER 31, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure regarding foreign jurisdictions that prevent inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking
statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this
report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects,
plans and objectives of management and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "could," "will," "would," "should,"
"expect," "plan,", "anticipate," "believe," "estimate," "intend,"
"predict," "seek," "contemplate," "project," "continue," "potential,"
"ongoing" or the negative of these terms or other comparable terminology.

 Any forward-looking statements are qualified in
their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10-K. Some of the risks, uncertainties
and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements
include, but are not limited to:

 our ability to obtain additional funds for our operations;

 our financial performance;

 risks relating to the timing and costs of clinical trials and the timing and costs of other expenses;

 risks related to market acceptance of products;

 intellectual property risks;

 the impact of government regulation and developments relating to our competitors or our industry;

 our competitive position;

 our industry environment;

 our anticipated financial and operating results, including anticipated sources of revenues;

 assumptions regarding the size of the available market, benefits of our products, product pricing and timing of product launches;

 our estimates of our expenses, losses, future revenue and capital requirements, including our needs for additional financing;

 our ability to attract and retain qualified key management and technical personnel;

 statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets; and

 our cash needs and financing plans.

 These statements relate to future events or our
future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied
by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among
other things, those listed under the section titled "Risk Factors" and elsewhere in this report.

 Any forward-looking statement in this report reflects
our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our
business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. No forward-looking statement is a guarantee of future performance. You should read this report completely and with the understanding
that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

 This report also contains estimates, projections
and other information concerning our industry, our business and our markets, including data regarding the estimated size of those markets
and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is inherently
subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information.
Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies
and similar data prepared by third parties, industry, and general publications, government data and similar sources. While we believe
that the reports, research surveys, studies and similar data prepared by third parties are reliable, we have not independently verified
the data contained in them.

 You are cautioned not to place undue reliance
on any forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake any
obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a
result of new information, future events, changes in assumptions or otherwise, after the date hereof. New factors emerge from time to
time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our
forward-looking statements, by these cautionary statements.

 ii

 RISK FACTOR SUMMARY

 Our business is subject to significant risks and
uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but
these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the
section titled "Risk Factors," together with the other information in this Annual Report on Form 10-K. If any of the following
risks actually occurs (or if any of those listed elsewhere in this Annual Report on Form 10-K occur), our business, reputation, financial
condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties that we
are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

 Risks Related to our Financial Position and
Need for Capital

 We have only a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations.

 We will require additional financing in the future to fund
our operations; and

 Raising
additional capital may cause dilution to holders of our stockholders, restrict our operations or require us to relinquish certain rights

 Risks Related to our Rare Disease Therapeutics
Business

 Clinical drug development is a lengthy and expensive process with uncertain timelines and uncertain outcomes. If clinical trials of any future therapeutic candidates are prolonged or delayed, we or our current or future collaborators may be unable to obtain required regulatory approvals, and therefore we will be unable to commercialize our future therapeutic candidates on a timely basis or at all, which will adversely affect our business.

 Any therapeutic candidates we may develop in the future may be subject to controlled substance laws and regulations in the territories where the product will be marketed, and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations and our financial condition.

 Psilocybin and psilocin are listed as Schedule I controlled
substances under the Controlled Substances Act in the U.S., and similar controlled substance legislation in other countries and any significant
breaches in our compliance with these laws and regulations, or changes in the laws and regulations may result in interruptions to our
development activity or business continuity.

 Our
product candidates may contain controlled substances, the use of which may generate public controversy. Adverse publicity or public perception
regarding psilocybin or our current or future investigational therapies using psilocybin may negatively influence the success of these
therapies.

 Even if any of our future therapeutic candidates obtain regulatory approval, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense or penalties if we fail to comply with regulatory requirements.

 We will depend on enrollment of patients in our clinical trials for our future therapeutic candidates. If we are unable to enroll patients in our clinical trials, our research and development efforts and business, financial condition and results of operations could be materially adversely affected.

 We have never commercialized a therapeutic candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize our therapies on our own or with suitable collaborators.

 The future commercial success of our future therapeutic candidates will depend on the degree of market access and acceptance of our potential therapies among healthcare professionals, patients, healthcare payors, health technology assessment bodies and the medical community at large.

 We may become exposed to costly and damaging liability claims, and our product liability insurance may not cover all damages from such claims.

 Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize any of our future therapeutic candidates and could have a material adverse effect on our business.

 Our business operations and current and future relationships with investigators, health care professionals, consultants, third-party payors and customers may be subject, directly or indirectly, to U.S. federal and state healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, other healthcare laws and regulations and other foreign privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

 iii

 Risks Relating to Our Intellectual Property
Rights

 The failure to obtain or maintain patents, licensing agreements
and other intellectual property could materially impact our ability to compete effectively.

 If we are unable to obtain and maintain patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad, competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products could be impaired.

 If we fail to comply with our obligations in the agreements under which we may license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose rights that are important to our business.

 Risks Related to Our Securities

 We have never paid cash dividends and have no plans to pay cash dividends in the future.

 If we fail to remain current in our reporting requirements, we could be removed from the NASDAQ which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

 Our common stock could be subject to extreme volatility. Market and economic conditions may negatively impact our business, financial condition and share price.

 Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

 The majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (" FDIC ") insurance limits. If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments. To mitigate our risk, in March 2023 we began transferring our cash to other banks to ensure that our exposure is limited or reduced to the FDIC protection limits.

 iv

 Throughout this Annual Report on Form 10-K, the
"Company," "Silo," "we," "us," and "our" refers to Silo Pharma, Inc. and its
subsidiary.

 ITEM 1. BUSINESS

 Overview

 We are a developmental stage biopharmaceutical
company developing novel therapeutics that address underserved conditions including PTSD, stress-induced anxiety disorders, fibromyalgia,
and central nervous system (CNS) diseases. We are focused on developing novel therapies that include conventional drugs and psychedelic
formulations. The Company's lead program, SPC-15, is an intranasal drug targeting PTSD and stress-induced anxiety disorders. SP-26
is a time-release ketamine-based loaded implant for fibromyalgia and chronic pain relief. Silo's two preclinical programs are SPC-14,
an intranasal compound for the treatment of Alzheimer's disease, and SPU-16, a CNS-homing peptide targeting the central nervous
system with initial research indication in multiple sclerosis (MS).

 Rare Disease Therapeutics

 We seek to acquire and/or develop intellectual
property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs,
such as psilocybin, ketamine, and the potential benefits they may have in certain cases involving depression, mental health issues and
neurological disorders. We are focused on developing traditional therapeutics and psychedelic medicine. The company concentrates on the
development and commercialization of therapies for unmet needs from indications such as depression, post-traumatic stress disorder ("PTSD"),
and other rare neurological disorders. Our mission is to identify assets to license and fund the research which we believe will be transformative
to the well-being of patients and the health care industry.

 Psilocybin is considered a serotonergic hallucinogen
and is an active ingredient in some species of mushrooms. Recent industry studies using psychedelics, such as psilocybin, have been promising,
and we believe there is a large unmet need with many people suffering from depression, mental health issues and neurological disorders.
While classified as a Schedule I substance under the Controlled Substances Act ("CSA"), there is an accumulating body of evidence
that psilocybin may have beneficial effects on depression and other mental health conditions. Therefore, the U.S. Food and Drug Administration
("FDA") and U.S. Drug Enforcement Agency ("DEA") have permitted the use of psilocybin in clinical studies for
the treatment of a range of psychiatric conditions.

 The potential of psilocybin therapy in mental
health conditions has been demonstrated in a number of academic-sponsored studies over the last decade. In these early studies, it was
observed that psilocybin therapy provided rapid reductions in depression symptoms after a single high dose, with antidepressant effects
lasting for up to at least six months for a number of patients. These studies assessed symptoms related to depression and anxiety through
a number of widely used and validated scales. The data generated by these studies suggest that psilocybin is generally well-tolerated
and may have the potential to treat depression when administered with psychological support.

 We have engaged in discussions with a number of
world-renowned educational institutions and advisors regarding potential opportunities and have formed a scientific advisory board that
is intended to help advise management regarding potential acquisition and development of products.

 In addition, as more fully described below, we
have entered into a license agreement with the University of Maryland, Baltimore, and are developing a Ketamine polymer implant. In addition,
we have recently entered into a sponsored research agreement with Columbia University pursuant to which we have been granted an option
to license certain patents and inventions relating to the treatment of Alzheimer's disease and stress-induced affective disorders
using Ketamine in combination with certain other compounds.

 We plan to actively pursue the acquisition and/or
development of intellectual property or technology rights to treat rare diseases, and to ultimately expand our business to focus on this
new line of business.

 Product Candidates

 We are currently focusing on four product candidates:
(i) SPC-15 for treatment of depression disorders; (ii) SP-26 for treatments of chronic pain; (iii)SPC-14 for the treatment of Alzheimer's
disease and (iv) SPU-16 for the treatment of CNS disorders with an initial indication for multiple sclerosis.

 SPC-15

 On October 1, 2021, the Company entered into a sponsored research agreement
with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development,
including assets related to SPC-15 for the treatment of depression disorders. On September 22, 2022, we entered into a First Amendment
to Sponsored Research Agreement with Columbia to extend the term of the Columbia Agreement to conduct further research studies, which
extension runs through March 31, 2024. On April 11, 2023, the assets under development for which we have the option to license as described
above were issued a patent from the U.S. Patent & Trademark Office (USPTO) for "Biomarkers for Efficacy of Prophylactic Treatments
Against Stress-Induced Affective Disorders" (US 11,622,948, B2). The Company exercised its option for an exclusive license agreement
for SPC-15, a prophylactic treatment for stress-induced affective disorders including anxiety and PTSD pursuant to which the Company will
be granted an exclusive license to further develop, manufacture, and commercialize SPC-15 worldwide. The Company expects to have the complete
license agreement with Columbia completed in the first half of 2024.

 SPC-15 is a targeted prophylactic therapeutic
composition for the treatment and prevention for stress-induced affective disorders including PTSD. The treatment predicts levels of severity
or progression of such disorders and their metabolomic biomarkers' response to pharmacological treatments. We intend to develop
SPC-15 under the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act
("FDCA") was enacted to enable sponsors to seek New Drug Application ("NDA") approval for novel repurposed drugs
without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1 safety studies. Proceeding
under this regulatory pathway, we will be able to rely upon publicly available data with respect to our active ingredient in our NDA submission
to the FDA for marketing approval.

 On November 15, 2023, the Company entered an exclusive
license agreement with Medspray Pharma BV for its proprietary patented soft mist nasal spray technology, as the delivery mechanism for
SPC-15, which agreement has an effective date of October 31, 2023. Preclinical and formulation studies are expected to be completed in
the first quarter of 2024 and the Company intends to submit a pre-IND meeting request to FDA in the first half of 2024.

 SP-26

 In March 2023, the Company filed a provisional
patent application with the USPTO to use SP-26 for treatment of chronic pain, including fibromyalgia. Fibromyalgia is a chronic condition
causing pain to the connective tissues through the body including muscles, ligaments, and tendons. Musculoskeletal pain is often accompanied
by sleep difficulties, fatigue, mood disorders, and problems with memory and concentration. Fibromyalgia affects about 4 million American
adults, or about 2% of the adult population.

 We intend to develop SP-26 following the Section
505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the FDCA was enacted to enable sponsors to seek NDA approval for novel
repurposed drugs without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1
safety studies. Proceeding under this regulatory pathway, we will be able to rely upon publicly available data with respect to our active
ingredient in our NDA submission to the FDA for marketing approval.

 SPC-14

 On October 1, 2021, the Company entered into a
sponsored research agreement with Columbia University ("Columbia") pursuant to which Columbia shall conduct two different
studies related to the use of SPC-14 for the treatment of Alzheimer's. See "Investigator-Sponsored Study Agreements between
the Company and Vendors---Sponsored Research Agreement with Columbia University for the Study of Ketamine in Combination with Other Drugs
for Treatment of Alzheimer's and Depression Disorders." for additional details. In addition, Company has been granted an option
to license certain assets currently under development, including SPC-14 for the treatment of Alzheimer's disease.

 SPC-14 is a novel drug combining two approved
therapeutics, so we intend to develop SPC-14 following the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of
the FDCA was enacted to enable sponsors to seek NDA approval for novel repurposed drugs without the need for such sponsors to undertake
time consuming and expensive pre-clinical safety studies and Phase 1 safety studies. Proceeding under this regulatory pathway, we will
be able to rely upon publicly available data with respect to our active ingredient in our NDA submission to the FDA for marketing approval.

 On October 13, 2022, the Company extended the
term of the sponsored research agreement with Columbia to conduct further research studies into the mechanism of action of SPC-14 in the
treatment of Alzheimer's disease. We expect the results from further preclinical studies in 2024.

 SPU-16

 On February 12, 2021, we entered into a Master
License Agreement (the "UMB License Agreement") with the University of Maryland, Baltimore ("UMB") pursuant to
which UMB granted us an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have
made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled "Central nervous system-homing
peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology,"
or SPU-16. See "License Agreements between the Company and Vendors--Vendor License Agreement with the University of Maryland, Baltimore
for CNS Homing Peptide" for additional details. On April 11, 2023 certain intellectual property under the UMB License Agreement
described above were issued a patent from the U.S. Patent & Trademark Office (USPTO) for "Peptide-Targeted Liposomal Delivery
For Treatment, Diagnosis, and Imaging of Diseases and Disorders" (US 11,766,403, B2).

 SPU-16 is a novel peptide homing specifically
to inflamed CNS areas. It may be used to diagnose neuroinflammation in patients, and target delivery of drugs into the spinal cord. The
initial indication is for multiple sclerosis (MS). The peptides have been tested in the EAE mouse model of human MS, where they show homing
specifically to inflamed CNS areas.

 Product Development Pipeline

 The following table summarizes our product development
pipeline.

 License Agreements between the Company and
Vendor

 Vendor License Agreement with the University
of Maryland, Baltimore for CNS Homing Peptide

 On February 12, 2021, we entered into a Master
License Agreement (the "UMB License Agreement") with the University of Maryland, Baltimore ("UMB") pursuant to
which UMB granted us an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have
made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled, "Central nervous system-homing
peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology"
(the "Invention") and UMB's confidential information to develop and perform certain licensed processes for the therapeutic
treatment of neuroinflammatory disease. The term of the License Agreement shall commence on the UMB Effective Date and shall continue
until the latest of (i) ten years from the date of First Commercial Sale (as defined in the Sublicense Agreement) of the Licensed Product
in such country and (ii) the date of expiration of the last to expire claim of the Patent Rights (as defined in the UMB License Agreement)
covering such Licensed Product in such country, or (iii) the expiration of data protection, new chemical entity, orphan drug exclusivity,
regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, unless terminated earlier pursuant to the terms
of the agreement. Pursuant to the UMB License Agreement, we agreed to pay UMB (i) a license fee of $75,000, (ii) certain event-based milestone
payments, (iii) royalty payments, depending on net revenues, (iv) minimum royalty payments, and (v) a tiered percentage of sublicense
income. The UMB License Agreement will remain in effect until the later of: (a) the last patent covered under the UMB License Agreement
expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally
enforceable market exclusivity, if applicable, or (c) ten years after the first commercial sale of a licensed product in that country,
unless earlier terminated in accordance with the provisions of the UMB License Agreement. The term of the UMB License Agreement shall
expire 15 years after the effective date in which (a) there were never any patent rights, (b) there was never any data protection, new
chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never
a first commercial sale of a licensed product.

 As described below, the Company has entered into
an investigator sponsored research agreement with UMB related to a clinical study to examine a novel peptide-guided drug delivery approach
for the treatment of Multiple Sclerosis.

 Commercial Evaluation License and Option Agreement
with UMB for Joint Homing Peptide

 Effective as of February 26, 2021, the Company,
through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore ("UMB"), entered into a commercial
evaluation license and option agreement ("License Agreement"), which granted the Company an exclusive, non-sublicensable,
non-transferable license to with respect to the exploration of the potential use of joint-homing peptides for use in the investigation
and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate and obtain an
exclusive, sublicensable, royalty-bearing license ("Exclusive Option") with respect to the subject technology. The License
Agreement had a term of six months from the effective date. Both parties could have terminated the License Agreement within thirty days
by giving a written notice.

 On July 6, 2021, the Company entered into a First
Amendment Agreement ("Amended License Agreement") with UMB to extend the term of the original License Agreement by an additional
six months such that the Amended License Agreement was effective until February 25, 2022 however, if the Company exercises the Exclusive
Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution
of a master license agreement, whichever occurs first. The Company paid a license fee of $10,000 to UMB in March 2021 pursuant to the
License Agreement, which was expensed, since the Company could not conclude that such costs would be recoverable for this early-stage
venture.

 On January 28, 2022, the Company and University
of Maryland, Baltimore entered into a second amendment to the License Agreement dated February 26, 2021 ("Second Amendment").
The Second Amendment extended the term of the License Agreement until December 31, 2022. However, if the Company exercises the Exclusive
Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution
of a master license agreement, whichever occurs first.

 On June 22, 2022, the Company and UMB entered
into a third amendment to the License Agreement dated February 26, 2021 under which UMB agreed, to expand the scope of the license granted
in the CELA to add additional Patent Rights with respect to an invention generally known as "Peptide-Targeted Liposomal Delivery
for Treatment Diagnosis, and Imaging of Diseases and Disorders." On December 16, 2022, the Company and UMB entered into a fourth
amendment to License Agreement (the "Fourth Amendment") dated February 26, 2021 to extend the term of the License Agreement
until March 31, 2023. In addition, the parties agreed in the Fourth Amendment to allow the Company to extend the term of the License Agreement
to June 30, 2023 by paying UMB a fee of $1,000 on or before February 28, 2023. This fee was paid and thus the term of the License Agreement
was extended to June 30, 2023. We let this license expire by its terms on December 31, 2023.

 Joint Venture Agreement with Zyl Therapeutics,
Inc. for Z-pod Technology

 On April 22, 2021, the Company entered into a
Joint Venture Agreement with Zyl Therapeutics, Inc. ("ZTI") pursuant to which the parties agreed to form a joint venture
entity, to be named Ketamine Joint Venture, LLC, to, among other things, focus on the clinical development of ketamine using ZTI's
Z-pod technology. Pursuant to the Joint Venture Agreement, the Company shall act as the manager of the Joint Venture. The Venture
shall terminate if the development program does not meet certain specifications and milestones as set forth in the Joint Venture Agreement
within 30 days of the date set forth in the Joint Venture Agreement. Notwithstanding the foregoing, the Manager may, in its sole discretion,
terminate the Venture at any time.

 Pursuant to the terms of the Joint Venture
Agreement, (A) the Company shall contribute (1) $225,000 and (2) its expertise and the expertise of its science advisory board and
(B) ZTI shall contribute (1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the
know-how and trade secrets with respect to its Z-pod technology for the loading and release of ketamine, (3) ketamine to be used
for clinical purposes, (4) reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the Joint Venture
Agreement, 51% of the interest in the Joint Venture shall initially be owned by the Company and 49% of the interest in the Joint Venture
shall initially be owned by ZTI, subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing,
in no event shall either party own more than 60% of the interest in the Joint Venture. As of December 31, 2022 and as of the current date
of this Annual Report, the joint venture entity has not been formed yet.

 Furthermore, pursuant to the terms of the JV Agreement,
ZTI shall grant the Joint Venture a sublicense pursuant to its license agreement (the "License Agreement") with Albert Einstein
College of Medicine dated November 27, 2017, in the event that the Company or a third party makes a request indicating that the patented
technology (the "Patented Technology") licensed to ZTI pursuant to the License Agreement is needed to advance the development
of the Joint Venture or it is contemplated or determined that the Patented Technology will be sold. Furthermore, pursuant to the JV Agreement,
ZTI granted the Company an exclusive option to enter into a separate joint venture for the clinical development of psilocybin using ZTI's
Z-pod technology on the same terms and conditions set forth in the JV Agreement, which option shall expire 24 months after the
JV Effective Date. We do not intend to continue with Zylo and have entered into an agreement to develop a polymer implant for dosage and
time release of Ketamine for chronic pain and Fibromyalgia

 Exclusive License Agreement between Medspray
Pharma BV and the Company

 On November 15, 2023, we entered into an Exclusive
License Agreement (the "Medspray License Agreement") with Medspray Pharma BV ("Medspray") pursuant to which Medspray
granted us an exclusive, non-revocable, worldwide royalty bearing license for Medspray's proprietary patented soft mist nasal spray
technology for marketing, promotion, sale and distribution of the products licensed by Medspray to us under the Medspray License Agreement.
The Medspray License Agreement has an effective date of October 31, 2023 and expires on the earlier of (i) termination of the Medspray
License Agreement or expiry of all Medspray license rights in the United States, Germany, United Kingdom, Spain, Italy and France. In
consideration of the exclusive rights granted by Medspray to us, we agreed to pay Medspray a royalty on a quarterly basis equal to 5%
of net sales. The term of the agreement commences on the effective date and continues until the earlier of (i) expiration of the last
to expire of Medspray's patent rights or (ii) December 31, 2023 (the "Initial Term") at which time, the Medspray License
Agreement will automatically renew for a successive period of three (3) years, unless terminated by either party upon one year prior written
notice prior to the end of any term; provided, however, the Medspray may terminate the Medspray License Agreement immediately if fail
to have any licensed product under the Medspray License Agreement registered with the FDA or EMA by July 1, 2028 or has filed to reach
the point of first sale of any licensed product under the Medspray License Agreement by July 1, 2028.

 Investigator-Sponsored Study Agreements between
the Company and Vendors

 Sponsored Research Agreement with Columbia
University for the Study of Ketamine in Combination with Other Drugs for Treatment of Alzheimer's and Depression Disorders

 On October 1, 2021, the Company entered into a sponsored research agreement
with Columbia University ("Columbia") pursuant to which Columbia shall conduct two different studies related to all uses of
Ketamine or its metabolites in combination with Prucalopride, one of which is related to Alzheimer's and the other of which is related
to Depression, PTSD and Stress Projects. In addition, Company has been granted an option to license certain assets currently under development,
including Alzheimer's disease. The term of the option will commence on the effective date of this agreement and will expire upon
the earlier of (i) 90 days after the date of the Company's receipt of a final research report for each specific research proposal
as defined in the agreement or (ii) termination of the research. If the Company elects to exercise the option, both parties will commence
negotiation of a license agreement and will execute a license agreement no later than 3 months after the date of the exercise of the option.
The Company exercised its option for an exclusive license agreement for SPC-15, a prophylactic treatment for stress-induced affective
disorders including anxiety and PTSD pursuant to which the Company will be granted an exclusive license to further develop, manufacture,
and commercialize SPC-15 worldwide. The Company expects to have the complete license agreement with Columbia completed in the first half
of 2024. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer's
disease to posttraumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082
to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four
and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of
the project. On October 13, 2022, the Company entered into an amendment of the sponsored research agreement pursuant to which the parties
agreed to extend the payment schedule until March 31, 2024. The Company paid the first payment of $430,825 in November 2021 and the second
payment of $430,825 in July 2022.

 Sponsored Research Agreement with University
of Maryland, Baltimore for the Study of Targeted liposomal drug delivery for rheumatoid arthritis

 On July 6, 2021, we entered into a sponsored research
agreement (the "July 2021 Sponsored Research Agreement") with UMB pursuant to which UMB shall evaluate the pharmacokinetics
of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement commenced
on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties
with a project timeline of twelve months. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days'
prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms
or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written
notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt
of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured
material breach by UMB, we shall relinquish any and all rights it may have in the Results (as defined in the July 2021 Sponsored Research
Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated early, we, among other things, will pay all
costs incurred and accrued by UMB as of the date of termination. Pursuant to the terms of the July 2021 Sponsored Research Agreement,
UMB granted us an option (the "Option") to negotiate and obtain an exclusive license to any UMB Arising IP (as defined in
the July 2021 Sponsored Research Agreement) and UMB's rights in any Joint Arising IP (as defined in the July 2021 Sponsored Research
Agreement) (collectively, the "UMB IP"). We may exercise the Option by giving UMB written notice within 60 days after it receives
notice from UMB of the UMB IP. We shall pay total fees of $276,285 as set forth in the July 2021 Sponsored Research Agreement. The Company
paid the first payment of $92,095 on September 1, 2021 and on August 31, 2022, the Company paid the second payment of $92,095.

 Sponsored Research Agreement with The Regents
of the University of California for the Effect of Psilocybin on Inflammation in the Blood

 On June 1, 2021, the Company entered into a sponsored
research agreement ("Sponsored Research Agreement") with The Regents of the University of California, on behalf of its San
Francisco Campus ("UCSF") pursuant to which UCSF shall conduct a study to examine psilocybin's effect on inflammatory
activity in humans to accelerate its implementation as a potential treatment for Parkinson's Disease, chronic pain, and bipolar
disorder. The purpose of this is to show what effect psilocybin has on inflammation in the blood. The Company believes that this study
will help support the UMB homing peptide study. Pursuant to the Agreement, we shall pay UCSF a total fee of $342,850 to conduct the research
over the two-year period. The Agreement shall be effective for a period of two years from the effective date, subject to renewal or earlier
termination as set forth in the Sponsored Research Agreement. During the years ended December 31, 2022 and 2021, pursuant to the Sponsored
Research Agreement, the Company paid to UCSF $181,710 and $100,570, respectively. We have notified UCSF we do not plan to continue this
study.

 Investigator-Sponsored Study Agreement with
UMB for CNS Homing Peptide

 On January 5, 2021, we entered into an investigator-sponsored
study agreement with UMB. The research project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment
of Multiple Sclerosis ("MS"). More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can
effectively deliver dexamethasone to the central nervous system and (2) whether MS-1-displaying liposomes are superior to plain liposomes,
also known as free drug, in inhibiting the relapses and progression of Experimental Autoimmune Encephalomyelitis. Pursuant to the agreement,
the research commenced on March 1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent
of the parties. The total cost under the investigator-sponsored study agreement shall not exceed $81,474. which is payable in two
equal installments of $40,737 upon execution of the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated
project timeline of nine months. The Company paid $40,737 on January 13, 2021. This project has been postponed until further notice and
the second payment is not due.

 COVID-19

 The outbreak of the novel Coronavirus (COVID-19)
evolved into a global pandemic. The Coronavirus has spread to many regions of the world. The extent to which the Coronavirus impacts the
Company's business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted,
including new information that may emerge concerning the Coronavirus and the actions to contain the Coronavirus or treat its impact, among
others.

 As a result of the continuing spread of the Coronavirus,
certain aspects of the Company's business operations may be delayed or subject to interruptions. Specifically, as a result of the
shelter-in-place orders and other mandated local travel restrictions, among other things, the research and development activities of certain
of the Company's partners may be affected, which may result in delays to the Company's clinical trials, and the Company can
provide no assurance as to when such trials, if delayed, will resume at this time or the revised timeline to complete trials once resumed.

 Furthermore, site initiation, participant recruitment
and enrollment, participant dosing, distribution of clinical trial materials, study monitoring and data analysis may be delayed due to
changes in hospital or university policies, federal, state or local regulations, prioritization of hospital resources toward pandemic
efforts, or other reasons related to the pandemic. If the Coronavirus continues to spread, some participants and clinical investigators
may not be able to comply with clinical trial protocols. For example, quarantines or other travel limitations (whether voluntary or required)
may impede participant movement, affect sponsor access to study sites, or interrupt healthcare services, and the Company may be unable
to conduct its clinical trials.

 Infections and deaths related to the pandemic
may disrupt the United States' healthcare and healthcare regulatory systems. Such disruptions could divert healthcare resources
away from, or materially delay U.S. Food and Drug Administration review and/or approval with respect to the Company's clinical trials.
It is unknown how long these disruptions could continue, were they to occur. Any elongation or de-prioritization of the Company's
clinical trials or delay in regulatory review resulting from such disruptions could materially affect the development and study of the
Company's product candidates.

 The spread of the Coronavirus, which has caused
a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have
a material economic effect on the Company's business. While the potential economic impact brought by and the duration of the pandemic
may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial
markets, which may negatively impact the Company's ability to access capital on favorable terms, if at all. In addition, a recession,
depression or other sustained adverse market event resulting from the spread of the Coronavirus could materially and adversely affect
the Company's business and the value of its common stock.

 The ultimate impact of the current pandemic, or
any other health epidemic, is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays
or impacts on its business, its clinical trials, its research programs, healthcare systems or the global economy as a whole. However,
these effects could have a material impact on the Company's operations, and the Company will continue to monitor the situation closely.

 Intellectual Property

 Our goal is to obtain, maintain and enforce patent
protection for our products, formulations, processes, methods and other proprietary technologies, preserve our trade secrets, and operate
without infringing on the proprietary rights of other parties. Our policy is to actively seek the broadest intellectual property protection
possible for our products, proprietary information and proprietary technology through a combination of contractual arrangements and patents.
Specifically, we try to ensure that we own intellectual property created for us by signing agreements with employees, independent contractors,
consultants, companies, and any other third party that create intellectual property for us or that assign any intellectual property rights
to us. In addition, we have established business procedures designed to maintain the confidentiality of our proprietary information, including
the use of confidentiality agreements with employees, independent contractors, consultants and entities with which we conduct business.

 To date, our owned and licensed intellectual property includes 4 issued
patents and 19 pending patent applications in the U.S. and abroad. Our owned intellectual property includes six pending U.S. patent applications
related to the use of the central nervous system-homing peptides covered by the UMB License Agreement to deliver certain compounds, including
a nonsteroidal anti-inflammatory drug and/or psilocybin, for the treatment of arthritis, central nervous system diseases, neurological
diseases as well as cancer. Among our licensed intellectual property, there is one issued U.S. patent covering certain central nervous
system homing peptides and uses thereof, one issued U.S. patent covering certain peptides capable of selectively targeting inflamed synovial
tissue and uses thereof, and two issued U.S. patents covering the treatment or prevention of stress-induced affective disorders or stress-induced
psychopathology.

 Competition

 With respect to the rare disease therapeutics
segment of our business, our industry is characterized by many newly emerging and innovative technologies, intense competition and a strong
emphasis on proprietary product rights. We face potential competition from many different sources, including major pharmaceutical, specialty
pharmaceutical and biotechnology companies, academic institutions, governmental agencies and medical research organizations. Any product
candidates that we may successfully develop and commercialize will compete with the standard of care and new therapies that may become
available in the future.

 Many of the pharmaceutical, biopharmaceutical
and biotechnology companies with whom we may compete have established markets for their therapies and have substantially greater financial,
technical, human and other resources than we do and may be better equipped to develop, manufacture and market superior products or therapies.
In addition, many of these potential competitors have significantly greater experience than we have in undertaking non-clinical studies
and human clinical trials of new therapeutic substances and in obtaining regulatory approvals of human therapeutic products. Accordingly,
our competitors may succeed in obtaining regulatory approvals for alternative or superior products. In addition, many competitors have
greater name recognition and more extensive collaborative relationships. Smaller and earlier-stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large, established companies. An increasing number of companies are
increasing their efforts in the discovery of new psychedelic compounds.

 Government Regulation

 The FDA and other regulatory authorities at federal,
state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing,
manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, recordkeeping, approval,
advertising, promotion, marketing, post-approval monitoring and post-approval reporting of drugs. We, along with any potential our vendors,
contract research organizations and contract manufacturers, will be required to navigate the various preclinical, clinical, manufacturing
and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies or seek
approval of our product candidates. The process of obtaining regulatory approvals of drugs and ensuring subsequent compliance with appropriate
federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.

 In the United States, the US Food and Drug Administration
(FDA) regulates drug products under the Federal Food, Drug, and Cosmetic Act (FDCA), its implementing regulations and other laws. If we
fail to comply with applicable FDA or other requirements at any time with respect to product development, clinical testing, approval or
any other legal requirements relating to product manufacture, processing, handling, storage, quality control, safety, marketing, advertising,
promotion, packaging, labeling, export, import, distribution, or sale, we may become subject to administrative or judicial sanctions or
other legal consequences. These sanctions or consequences could include, among other things, the FDA's refusal to approve pending
applications, issuance of clinical holds for ongoing studies, suspension or revocation of approved applications, warning or untitled letters,
product withdrawals or recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution,
injunctions, fines, civil penalties or criminal prosecution.

 The process required by the FDA before any product
candidates are approved as drugs for therapeutic indications and may be marketed in the United States generally involves the following:

 Completion of extensive preclinical studies in accordance with applicable regulations, including studies conducted in accordance with good laboratory practice requirements;

 Completion of the manufacture, under current good manufacturing practice (cGMP) requirements, of the drug substance and drug product that the sponsor intends to use in human clinical trials along with required analytical and stability testing;

 Submission to the FDA of an investigational new drug application ("IND") which must become effective before clinical trials may begin;

 Approval by an institutional review board or independent ethics committee at each clinical trial site before each trial may be initiated;

 Performance of adequate and well-controlled clinical trials in accordance with applicable IND regulations, good clinical practice (GCP) requirements and other clinical trial-related regulations to establish the safety and efficacy of the investigational product for each proposed indication;

 Submission to the FDA of a New Drug Application ("NDA");

 Payment of user fees for FDA review of the NDA;

 A determination by the FDA within 60 days of its receipt of an NDA, to accept the filing for review;

 Satisfactory completion of one or more FDA pre-approval inspections of the manufacturing facility or facilities where the drug will be produced to assess compliance with cGMP requirements to assure that the facilities, methods and controls are adequate to preserve the drug's identity, strength, quality and purity;

 Potentially, satisfactory completion of FDA audit of the clinical trial sites that generated the data in support of the NDA; and

 FDA review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to any commercial marketing or sale of the drug in the United States.

 Controlled Substances

 The federal Controlled Substances Act (CSA) and
its implementing regulations establish a "closed system" of regulations for controlled substances. The CSA imposes registration,
security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements under the oversight of
the DEA. The DEA is the federal agency responsible for regulating controlled substances, and requires those individuals or entities that
manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order
to prevent the diversion of controlled substances to illicit channels of commerce.

 The DEA categorizes controlled substances into
one of five schedules — Schedule I, II, III, IV or V — with varying qualifications for listing
in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment
in the United States and lack accepted safety for use under medical supervision. Pharmaceutical products having a currently accepted medical
use that are otherwise approved for marketing may be listed as Schedule II, III, IV or V substances, with Schedule II substances presenting
the highest potential for abuse and physical or psychological dependence, and Schedule V substances presenting the lowest relative potential
for abuse and dependence.

 Facilities that manufacture, distribute, import
or export any controlled substance must register annually with the DEA. The DEA registration is specific to the particular location, activity(ies)
and controlled substance schedule(s).

 The DEA inspects all manufacturing facilities
to review security, recordkeeping, reporting and handling prior to issuing a controlled substance registration. The specific security
requirements vary by the type of business activity and the schedule and quantity of controlled substances handled. The most stringent
requirements apply to manufacturers of Schedule I and Schedule II substances. Required security measures commonly include background checks
on employees and physical control of controlled substances through storage in approved vaults, safes and cages, and through use of alarm
systems and surveillance cameras. Once registered, manufacturing facilities must maintain records documenting the manufacture, receipt
and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution of Schedule I
and II controlled substances, Schedule III narcotic substances, and other designated substances. Registrants must also report any controlled
substance thefts or significant losses, and must obtain authorization to destroy or dispose of controlled substances. Imports of Schedule
I and II controlled substances for commercial purposes are generally restricted to substances not already available from a domestic supplier
or where there is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and
exporters must obtain a permit for every import or export of a Schedule I and II substance or Schedule III, IV and V narcotic, and submit
import or export declarations for Schedule III, IV and V non-narcotics. In some cases, Schedule III non-narcotic substances may be subject
to the import/export permit requirement, if necessary, to ensure that the United States complies with its obligations under international
drug control treaties.

 For drugs manufactured in the United States, the
DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II that may be manufactured or produced
in the United States based on the DEA's estimate of the quantity needed to meet legitimate medical, scientific, research and industrial
needs. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may
adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to time during the
year, although the DEA has substantial discretion in whether or not to make such adjustments for individual companies.

 The states also maintain separate controlled substance
laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including
boards of pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements,
particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material
adverse effect on our business, operations and financial condition. The DEA may seek civil penalties, refuse to renew necessary registrations,
or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

 Employees

 As of March 23, 2024, we employed a total of
three full-time employees. We are not a party to any collective bargaining agreements. We believe that we maintain good relations with
our employees.

 Corporate History

 We were incorporated as Gold Swap, Inc. ("Gold Swap") under
the laws of the State of New York on July 13, 2010.

 On December 11, 2012, stockholders approved changing
our state of incorporation from New York to Delaware via the merger of Gold Swap with and into our wholly-owned subsidiary, Point Capital,
Inc., and to change our name from "Gold Swap Inc." to "Point Capital, Inc". The merger was effective on January
24, 2013.

 On May 21, 2019, we amended our Certificate of
Incorporation to change our name to "Uppercut Brands, Inc," and on September 24, 2020, we amended our Certificate of
Incorporation to change our name to "Silo Pharma, Inc.".

 Through September 28, 2018, we were a closed-end,
non-diversified investment company that had elected to be regulated as a business development company under the Investment Company Act
of 1940 (the "Investment Company Act"). As a business development company, we were required to comply with certain regulatory
requirements. For instance, we generally had to invest at least 70% of our total assets in "qualifying assets", including
securities of private U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature
in one year or less.

 On September 29, 2018, we filed Form N-54C, Notification
of Withdrawal of election to be Subject to Section 55 through 65 of the Investment Company Act, because we changed the nature of our business
so as to cease to be a business development company. Accordingly, as of December 31, 2018, our consolidated financial statements of have
been prepared in accordance with accounting principles generally accepted in the United States of America.

 As a result of this change in status, we discontinued
applying the guidance in Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC")
Topic 946 - Financial Services – Investment Company and account for the change in our status prospectively by accounting for our
equity investments in accordance with ASC Topics 320 - Investments—Debt and Equity Securities as of the date of the change in status.
In addition, the presentation of the financial statements is that of a commercial company rather than that of an investment company.

 In accordance with ASC 946, we made this change
to our financial reporting prospectively, and did not restate periods prior to our change in status to a non-investment company effective
September 29, 2018. Accordingly, we may refer to both accounting in accordance with U.S. generally accepted accounting principles applicable
to corporations ("Corporation Accounting"), which applied commencing September 29, 2018 and to that applicable to investment
companies under the Investment Company Act ("Investment Company Accounting") which applied to prior periods. We determined
that there is no cumulative effect of the change from Investment Company Accounting to Corporation Accounting on periods prior to those
presented, and that there is no effect on our financial position or results of operations as a result of this change.

 In order to maintain our status as a non-investment
company, we will continue to operate so as to fall outside the definition of an "investment company" or within an applicable
exception. We expect to continue to operate outside the definition of an "investment company" as a developmental stage company
primarily engaged in merging traditional therapeutics with psychedelic research.

 Through March 31, 2017, we elected to be treated
as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended, and operated
in a manner so as to qualify for the tax treatment applicable to RICs. On March 31, 2017, we failed the diversification test since our
investment in Ipsidy Inc. accounted for over 25% of our total assets. We did not cure our failure to retain our status as a RIC and we
will not seek to obtain RIC status again. Accordingly, beginning in 2017, we became subject to income taxes at corporate tax rates. The
loss of our status as an RIC did not have any impact on our financial position or results of operations.

 Currently, we are not making any new equity investments.

 On September 29, 2018, we entered into an Asset
Purchase Agreement with Blind Faith Concepts Holdings, Inc. pursuant to which we completed the acquisition of 100% of the assets of NFID
from the seller which consisted of three trademarks related to the NFID brand, the NFID website, shoe designs and samples, and the assumption
of a one-year Brand Ambassador Agreement in exchange for 2,000,000 shares of our common stock. NFID is a recently developed unisex clothing
brand. We plan on continuing product development to fully launch the product. Our acquisition of the NFID assets gives us access to the
growing market for unisex products.

 On November 5, 2018, we entered into 14 separate
Return to Treasury Agreements, whereby certain stockholders holding an aggregate of 28,734,901 shares of our common stock agreed to return
a portion of their respective holdings to treasury in exchange for cash payments aggregating $2,872. As a result, the total issued and
outstanding number of our common stock was reduced by 28,734,901 shares.

 On April 8, 2020, we incorporated a wholly-owned
subsidiary, Silo Pharma Inc., in the State of Florida.

 On December 19, 2023, we changed our state of
incorporation from Delaware to Nevada.

 Our Corporate Information

 We were incorporated as in the State of New York
on July 13, 2010. On January 24, 2013, the Company changed its state of incorporation from New York to Delaware. On December 19, 2023,
the Company changed its state of incorporation from Delaware to Nevada. Our principal executive offices are located at 677 N Washington
Blvd Sarasota Fl 34236 and our telephone number is (718) 400-9031.

 Available Information

 Our website address is www.silopharma.com.
The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address
is included in this document as an inactive textual reference only. We make our filings with the U.S. Securities and Exchange Commission
("SEC"), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC's Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other
information. The address of the SEC's website is www.sec.gov. The information contained in the SEC's website is not
intended to be a part of this filing.

 ITEM 1A. RISK FACTORS

 An investment in our common stock involves
a high degree of risk. You should carefully consider the following risk factors and the other information in this Annual Report on Form
10-K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.
The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following
events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the value
and trading price of our common stock could decline, and you may lose all or part of your investment.

 Risks Related to Our Financial Position and
Need for Capital

 We have only a limited history upon which
an evaluation of our prospects and future performance can be made and have no history of profitable operations.

 We were incorporated in 2010 but starting operating
under our current business plan in September 2020 and have a limited history upon which an evaluation of our prospects and future performance
can be made and have no history of profitable operations. We may sustain losses in the future as we implement our business plan. We have
not yet achieved positive cash flow on a monthly basis during any fiscal year including the fiscal year ended December 31, 2023, and there
can be no assurance that we will ever generate revenues or operate profitably.

 We will require additional financing in
the future to fund our operations.

 We will need additional capital in the future
to continue to execute our business plan. Therefore, we will be dependent upon additional capital in the form of either debt or equity
to continue our operations. At the present time, we do not have arrangements to raise all of the needed additional capital, and we will
need to identify potential investors and negotiate appropriate arrangements with them. Our ability to obtain additional financing will
be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to
raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue our operations.

 Raising additional capital may cause dilution
to our stockholders, restrict our operations or require us to relinquish certain rights.

 We may seek additional capital through a combination
of equity offerings, debt financings, strategic collaborations and alliances or licensing arrangements. To the extent that we raise additional
capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will
be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Any indebtedness
we incur could involve restrictive covenants, such as limitations on our ability to incur additional debt, acquire or license intellectual
property rights, declare dividends, make capital expenditures and other operating restrictions that could adversely impact our ability
to conduct our business. Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such
issuance, may cause the market price of our common stock to decline. If we raise additional funds through strategic collaborations and
alliances or licensing arrangements with third parties, we may have to relinquish valuable rights including to future therapeutic candidates
or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and
prospects. Adequate additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise additional
funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts
or grant rights to develop and market our future therapeutic candidates that we would otherwise prefer to develop and market ourselves.

 Risks Related to our Rare Disease Therapeutics
Business

 Clinical drug development is a lengthy and
expensive process with uncertain timelines and uncertain outcomes. If clinical trials of any future therapeutic candidates are prolonged
or delayed, we or our current or future collaborators may be unable to obtain required regulatory approvals, and therefore we will be
unable to commercialize our future therapeutic candidates on a timely basis or at all, which will adversely affect our business.

 Clinical testing is expensive and can take many
years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process and our future
clinical trial results may not be successful. We may experience delays in initiating or completing our clinical trials. We may also experience
numerous unforeseen events during our clinical trials that could delay or prevent our ability to receive marketing approval or commercialize
any future therapeutic candidates.

 We cannot provide any assurance that any
product candidates will successfully complete clinical trials or receive regulatory approval, which is necessary before they can be commercialized.

 We currently have no therapies that are approved
for commercial sale and may never be able to develop marketable therapies. We entered into the Option Agreement with UMB pursuant to which,
UMB has granted us an exclusive, non-sublicensable, non-transferable license with respect to the exploration of the potential use of central
nervous system-homing peptides in vivo and their use for the investigation and treatment of MS and other neuroinflammatory pathology.
Accordingly, our business may depend on the successful regulatory approval of potential in-licensed product candidates. We cannot be certain
that any of our product candidates will receive regulatory approval or that our therapies will be successfully commercialized even if
we receive regulatory approval.

 The research, testing, manufacturing, safety,
efficacy, labeling, approval, sale, marketing, and distribution of any in-licensed product is, and will remain, subject to comprehensive
regulation by the FDA, the DEA, the European Medicines Agency ("EMA"), the Medicines and Healthcare Products Regulatory Agency
("MHRA") and foreign regulatory authorities.

 Any therapeutic candidates we may develop
in the future may be subject to controlled substance laws and regulations in the territories where the product will be marketed, and failure
to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results
of our business operations and our financial condition.

 In the United States, psychedelics, or psilocybin,
and its active metabolite, psilocin, are listed by the DEA as a Schedule I substance, under the CSA. The DEA regulates chemical compounds
as Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, have no currently accepted
medical use" in the United States, lack accepted safety for use under medical supervision, and may not be prescribed marketed or
sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with
Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative
risk of abuse among such substances. Schedule I and II substances are subject to the strictest controls under the CSA, including manufacturing
and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II substances is further
restricted. For example, they may not be refilled without a new prescription and may have a black box warning. Further, most, if not all,
state laws in the United States classify psilocybin and psilocin as Schedule I controlled substances. For any product containing psilocybin
to be available for commercial marketing in the United States, psilocybin and psilocin must be rescheduled, or the product itself must
be scheduled, by the DEA to Schedule II, III, IV or V. Commercial marketing in the United States will also require scheduling-related
legislative or administrative action.

 Scheduling determinations by the DEA are dependent
on FDA approval of a substance or a specific formulation of a substance. Therefore, while psilocybin and psilocin are Schedule I controlled
substances, products approved by the FDA for medical use in the United States that contain psilocybin or psilocin should be placed in
Schedules II-V, since approval by the FDA satisfies the "accepted medical use" requirement. If one of our product candidates
receives FDA approval, we anticipate that the DEA may make a scheduling determination and place it in a schedule other than Schedule I
in order for it to be prescribed to patients in the United States. This scheduling determination will be dependent on FDA approval and
the FDA's recommendation as to the appropriate schedule. During the review process, and prior to approval, the FDA may determine
that it requires additional data, either from non-clinical or clinical studies, including with respect to whether, or to what extent,
the substance has abuse potential. This may introduce a delay into the approval and any potential rescheduling process. That delay would
be dependent on the quantity of additional data required by the FDA. This scheduling determination will require DEA to conduct notice
and comment rule making including issuing an interim final rule. Such action will be subject to public comment and requests for hearing
which could affect the scheduling of these substances. There can be no assurance that the DEA will make a favorable scheduling decision.
Even assuming categorization as a Schedule II or lower controlled substance (i.e., Schedule III, IV or V), at the federal level, such
substances would also require scheduling determinations under state laws and regulations.

 In addition, therapeutic candidates containing
controlled substances are subject to DEA regulations relating to manufacturing, storage, distribution and physician prescription procedures,
including:

 DEA registration and inspection of facilities. Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining and maintaining the necessary registrations may result in delay of the importation, manufacturing or distribution of product candidates. Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

 State-controlled substances laws. Individual U.S. states have also established controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule product candidates. While some states automatically schedule a drug based on federal action, other states schedule drugs through rule making or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or any partners must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

 Clinical trials. Because any product candidates may contain psilocybin, to conduct clinical trials in the United States prior to approval, each of our research sites must submit a research protocol to the DEA and obtain and maintain a DEA researcher registration that will allow those sites to handle and dispense such product candidates and to obtain the product from our importer. If the DEA delays or denies the grant of a researcher registration to one or more research sites, the clinical trial could be significantly delayed, and we could lose clinical trial sites.

 Importation. If any of our product candidates is approved and classified as a Schedule II, III or IV substance, an importer can import it for commercial purposes if it obtains an importer registration and files an application for an import permit for each import. The DEA provides annual assessments/estimates to the International Narcotics Control Board, which guides the DEA in the amounts of controlled substances that the DEA authorizes to be imported. The failure to identify an importer or obtain the necessary import authority, including specific quantities, could affect the availability of our product candidates and have a material adverse effect on our business, results of operations and financial condition. In addition, an application for a Schedule II importer registration must be published in the Federal Register, and there is a waiting period for third-party comments to be submitted. It is always possible that adverse comments may delay the grant of an importer registration.

 Manufacture. If, because of a Schedule II classification or voluntarily, we were to conduct manufacturing or repackaging/relabeling in the United States, our contract manufacturers would be subject to the DEA's annual manufacturing and procurement quota requirements.

 Distribution. If any of our product candidates is scheduled as Schedule II, III or IV, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute any future therapeutic candidates. These distributors would need to obtain Schedule II, III or IV distribution registrations.

 The potential reclassification of psilocybin
and psilocin in the United States could create additional regulatory burdens on our operations and negatively affect our results of operations.

 If psilocybin and/or psilocin, other than the
FDA-approved formulation, is rescheduled under the CSA as a Schedule II or lower controlled substance (i.e., Schedule III, IV or V), the
ability to conduct research on psilocybin and psilocin would most likely be improved. However, rescheduling psilocybin and psilocin may
materially alter enforcement policies across many federal agencies, primarily the FDA and DEA. The FDA is responsible for ensuring public
health and safety through regulation of food, drugs, supplements, and cosmetics, among other products, through its enforcement authority
pursuant to the FDCA. The FDA's responsibilities include but are not limited to regulating the ingredients as well as the marketing
and labeling of drugs sold in interstate commerce. Because it is currently illegal under federal law to produce and sell psilocybin and
psilocin, and because there are no federally recognized medical uses, the FDA has historically deferred enforcement related to psilocybin
and psilocin to the DEA. If psilocybin and psilocin were to be rescheduled to a federally controlled, yet legal, substance, the FDA would
likely play a more active regulatory role. The DEA would continue to be active in regulating manufacturing, distribution and dispensing
of such substances. The potential for multi-agency enforcement post-rescheduling could threaten or have a materially adverse effect on
our business.

 Psilocybin and psilocin are listed as Schedule
I controlled substances under the CSA in the U.S., and similar controlled substance legislation in other countries and any significant
breaches in our compliance with these laws and regulations, or changes in the laws and regulations may result in interruptions to our
development activity or business continuity.

 Psilocybin and psilocin are categorized as Schedule
I controlled substances under the CSA, and are similarly categorized by most states and foreign governments. Even assuming any future
therapeutic candidates containing psilocybin or psilocin are approved and scheduled by regulatory authorities to allow their commercial
marketing, the ingredients in such therapeutic candidates would likely continue to be Schedule I, or the state or foreign equivalent.
Violations of any federal, state or foreign laws and regulations could result in significant fines, penalties, administrative sanctions,
convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal
charges and penalties, including, but not limited to, disgorgement of profits, seizure of product, cessation of business activities, divestiture
or prison time. This could have a material adverse effect on us, including on our reputation and ability to conduct business, our financial
position, operating results, profitability or liquidity, the potential listing of our shares or the market price of our shares. In addition,
it is difficult for us to estimate the time or resources that would be needed for the investigation or defense of any such matters or
our final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information
requested by the applicable authorities involved, and such time or resources could be substantial. It is also illegal to aid or abet such
activities or to conspire or attempt to engage in such activities. An investor's contribution to and involvement in such activities
may result in federal civil and/or criminal prosecution, including, but not limited to, forfeiture of his, her or its entire investment,
fines and/or imprisonment.

 Various federal, state, provincial and local laws
govern our business in any jurisdictions in which we may operate, and to which we may export our products, including laws relating to
health and safety, the conduct of our operations, and the production, storage, sale and distribution of our products. Complying with these
laws requires that we comply concurrently with complex federal, state, provincial and/or local laws. These laws change frequently and
may be difficult to interpret and apply. To ensure our compliance with these laws, we will need to invest significant financial and managerial
resources. It is impossible for us to predict the cost of such laws or the effect they may have on our future operations. A failure to
comply with these laws could negatively affect our business and harm our reputation. Changes to these laws could negatively affect our
competitive position and the markets in which we operate, and there is no assurance that various levels of government in the jurisdictions
in which we operate will not pass legislation or regulation that adversely impacts our business.

 In addition, even if we or third parties were
to conduct activities in compliance with U.S. state or local laws or the laws of other countries and regions in which we conduct activities,
potential enforcement proceedings could involve significant restrictions being imposed upon us or third parties, while diverting the attention
of key executives. Such proceedings could have a material adverse effect on our business, revenue, operating results and financial condition
as well as on our reputation and prospects, even if such proceedings conclude successfully in our favor. In the extreme case, such proceedings
could ultimately involve the criminal prosecution of our key executives, the seizure of corporate assets, and consequently, our inability
to continue business operations. Strict compliance with state and local laws with respect to psilocybin and psilocin does not absolve
us of potential liability under U.S. federal law or EU law, nor provide a defense to any proceeding which may be brought against us. Any
such proceedings brought against us may adversely affect our operations and financial performance.

 Despite the current status of psilocybin and psilocin
as Schedule I controlled substances in the United States, there may be changes in the status of psilocybin or psilocin under the laws
of certain U.S. cities or states. For instance, the city of Denver voted to decriminalize the possession of psilocybin in 2019 and five
other cities have decriminalized psilocybin since (Oakland, California; Santa Cruz, California; Ann Arbor, Michigan; Cambridge, Massachusetts;
and Somerville, Massachusetts). Moreover, in the November 2020 election, Oregon passed Measure 109 which legalizes medical use of "psilocybin
products," including magic mushrooms, to treat mental health conditions in licensed facilities with registered therapists.

 The legalization of psilocybin without regulatory
oversight may lead to the setup of clinics without proper therapeutic infrastructure or adequate clinical research, which could put patients
at risk and bring reputational and regulatory risk to the entire industry, making it harder for us to achieve regulatory approval.

 Our product candidates may contain controlled
substances, the use of which may generate public controversy. Adverse publicity or public perception regarding psilocybin or our current
or future investigational therapies using psilocybin may negatively influence the success of these therapies.

 Therapies containing controlled substances may
generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses
for any future therapeutic candidates we may develop. Opponents of these therapies may seek restrictions on marketing and withdrawal of
any regulatory approvals. In addition, these opponents may seek to generate negative publicity in an effort to persuade the medical community
to reject these therapies. For example, we may face media-communicated criticism directed at our clinical development program. Adverse
publicity from psilocybin misuse may adversely affect the commercial success or market penetration achievable by our product candidates.
Anti-psychedelic protests have historically occurred and may occur in the future and generate media coverage. Political pressures and
adverse publicity could lead to delays in, and increased expenses for, and limit or restrict the introduction and marketing of any future
therapeutic candidates.

 Our clinical trials may fail to demonstrate
substantial evidence of the safety and effectiveness of future product candidates that we may identify and pursue, which would prevent,
delay or limit the scope of regulatory approval and commercialization.

 Before obtaining regulatory approvals for the
commercial sale of future therapeutic candidates, we must demonstrate through lengthy, complex and expensive nonclinical studies, preclinical
studies and clinical trials that the applicable therapeutic candidate is both safe and effective for use in each target indication. A
therapeutic candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended
use.

 Clinical testing is expensive and can take many
years to complete, and its outcome is inherently uncertain. Most product candidates that begin clinical trials are never approved by regulatory
authorities for commercialization. We have limited experience in designing clinical trials and may be unable to design and execute a clinical
trial to support marketing approval.

 We cannot be certain that any clinical trials
will be successful. In some instances, there can be significant variability in safety or efficacy results between different clinical trials
of the same therapeutic candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in
the size and type of the patient populations, changes in and adherence to the clinical trial protocols and the rate of dropout among clinical
trial participants.

 Even if any of our future therapeutic candidates
obtain regulatory approval, we will be subject to ongoing obligations and continued regulatory review, which may result in significant
additional expense. Additionally, any such therapeutic candidates, if approved, could be subject to labeling and other restrictions and
market withdrawal, and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems
with any of our future therapeutic candidates.

 If the FDA, the EMA, the MHRA or a comparable
foreign regulatory authority approves any of our future therapeutic candidates, the manufacturing processes, labeling, packaging, distribution,
adverse event reporting, storage, advertising, promotion and recordkeeping for the therapy and underlying therapeutic substance will be
subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information
and reports, registration, as well as continued compliance with current good manufacturing practice ("cGMP") and with good
clinical practice ("GCP") for any clinical trials that we conduct post-approval, all of which may result in significant expense
and limit our ability to commercialize such therapies. The FDA may also place other conditions on approvals, including the requirement
for a risk evaluation and mitigation strategy ("REMS"), to assure the safe use of the drug. Later discovery of previously
unknown problems with any approved therapeutic candidate, including adverse events of unanticipated severity or frequency, or with our
third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

 restrictions on the labeling, distribution, marketing or manufacturing of our future therapeutic candidates, withdrawal of the product from the market or product recalls;

 untitled and warning letters or holds on clinical trials;

 refusal by the FDA, the EMA, the MHRA or other foreign regulatory body to approve pending applications or supplements to approved applications we filed or suspension or revocation of license approvals;

 requirements to conduct post-marketing studies or clinical trials;

 restrictions on coverage by third-party payors;

 fines, restitution or disgorgement of profits or revenue;

 suspension or withdrawal of marketing approvals;

 product seizure or detention or refusal to permit the import or export of the product; and

 injunctions or the imposition of civil or criminal penalties.

 In addition, any regulatory approvals that we
receive for our future therapeutic candidates may also be subject to limitations on the approved indicated uses for which the therapy
may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase
IV clinical trials, and surveillance to monitor the safety and efficacy of such therapeutic candidates.

 If there are changes in the application of legislation,
regulations or regulatory policies or if we or one of our distributors, licensees or co-marketers fails to comply with regulatory requirements,
the regulators could take various actions. These include imposing fines on us, imposing restrictions on the therapeutic or its manufacture
and requiring us to recall or remove the therapeutic from the market. The regulators could also suspend or withdraw our marketing authorizations,
requiring us to conduct additional clinical trials, change our therapeutic labeling or submit additional applications for marketing authorization.
If any of these events occurs, our ability to sell such therapy may be impaired, and we may incur substantial additional expense to comply
with regulatory requirements, which could materially adversely affect our business, financial condition and results of operations.

 Research and development of drugs targeting
the central nervous system is particularly difficult, which makes it difficult to predict and understand why the drug has a positive effect
on some patients but not others.

 Discovery and development of new drugs targeting
central nervous system disorders are particularly difficult and time-consuming, evidenced by the higher failure rate for new drugs for
central nervous system disorders compared with most other areas of drug discovery. For example, in 2019, both Rapastinel and SAGE-217,
two new drugs targeting major depressive disorder ("MDD"), failed to meet their primary endpoints in Phase III trials. ALKS
5461, another new drug targeting MDD, was rejected by FDA in 2019 after its Phase III trials as FDA required additional clinical data
to provide substantial evidence of effectiveness. Any such setbacks in our clinical development could have a material adverse effect on
our business and operating results. In addition, our later stage clinical trials may present challenges related to conducting adequate
and well-controlled clinical trials, including designing an appropriate comparator arm in trials given the potential difficulties related
to maintaining the blinding during the trial or placebo or nocebo effects. Due to the complexity of the human brain and the central nervous
system, it can be difficult to predict and understand why a drug may have a positive effect on some patients but not others and why some
individuals may react to the drug differently from others.

 The results of preclinical studies and early-stage
clinical trials of our future therapeutic candidates may not be predictive of the results of later stage clinical trials. Initial success
in our ongoing clinical trials may not be indicative of results obtained when these trials are completed or in later stage trials.

 Therapeutic candidates in later stages of clinical
trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical
trials. Furthermore, there can be no assurance that any of our clinical trials will ultimately be successful or support further clinical
development of any of our future therapeutic candidates. There is a high failure rate for drugs proceeding through clinical trials. A
number of companies in the pharmaceutical industry have suffered significant setbacks in clinical development even after achieving promising
results in earlier studies.

 We will depend on enrollment of patients
in our clinical trials for our future therapeutic candidates. If we are unable to enroll patients in our clinical trials, our research
and development efforts and business, financial condition and results of operations could be materially adversely affected.

 Identifying and qualifying patients to participate
in our clinical trials will be critical to our success. Patient enrollment depends on many factors, including:

 the size of the patient population required for analysis of the trial's primary endpoints and the process for identifying patients;

 identifying and enrolling eligible patients, including those willing to discontinue use of their existing medications;

 the design of the clinical protocol and the patient eligibility and exclusion criteria for the trial;

 safety profile, to date, of the therapeutic candidate under study;

 the willingness or availability of patients to participate in our trials, including due to the perceived risks and benefits, stigma or other side effects of use of a controlled substance;

 perceived risks and benefits of our approach to treatment of indication;

 the proximity of patients to clinical sites;

 our ability to recruit clinical trial investigators with the appropriate competencies and experience;

 the availability of competing clinical trials;

 the availability of new drugs approved for the indication the clinical trial is investigating;

 clinicians' and patients' perceptions of the potential advantages of the drug being studied in relation to other available therapies, including any new therapies that may be approved for the indications we are investigating; and

 our ability to obtain and maintain patient informed consents.

 Even once enrolled, we may be unable to retain a sufficient number
of patients to complete any of our trials.

 In addition, any negative results we may report
in clinical trials may make it difficult or impossible to recruit and retain patients in other clinical trials of that same therapeutic
candidate. Delays in the enrollment for any clinical trial will likely increase our costs, slow down the approval process and delay or
potentially jeopardize our ability to commence sales of our future therapeutic candidates and generate revenue. In addition, some of the
factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of
regulatory approval of any future therapeutic candidates.

 We have never commercialized a therapeutic
candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize our therapies on our own
or with suitable collaborators.

 We have limited organizational experience in the
sale or marketing of therapeutic candidates. To achieve commercial success for any approved therapy, we must develop or acquire a sales
and marketing organization, outsource these functions to third parties or enter into partnerships.

 If we enter into arrangements with third parties
to perform market access and commercial services for any approved therapies, the revenue or the profitability of these revenue to us could
be lower than if we were to commercialize any therapies that we develop ourselves. Such collaborative arrangements may place the commercialization
of any approved therapies outside of our control and would make us subject to a number of risks including that we may not be able to control
the amount or timing of resources that our collaborative partner devotes to our therapies or that our collaborator's willingness
or ability to complete its obligations, and our obligations under our arrangements may be adversely affected by business combinations
or significant changes in our collaborator's business strategy. We may not be successful in entering into arrangements with third
parties to commercialize our therapies or may be unable to do so on terms that are favorable to us. Acceptable third parties may fail
to devote the necessary resources and attention to commercialize our therapies effectively, to set up sufficient number of treatment centers
in third-party therapy sites, or to recruit, train and retain adequate number of therapists to administer our therapies.

 If we do not establish commercial capabilities
successfully, either on our own or in collaboration with third parties, we may not be successful in commercializing our therapies, which
in turn would have a material adverse effect on our business, prospects, financial condition and results of operations.

 The future commercial success of our future
therapeutic candidates will depend on the degree of market access and acceptance of our potential therapies among healthcare professionals,
patients, healthcare payors, health technology assessment bodies and the medical community at large.

 We may never have a therapy that is commercially
successful. To date, we have no therapy authorized for marketing. Furthermore, if approved, our future therapies may not achieve an adequate
level of acceptance by payors, health technology assessment bodies, healthcare professionals, patients and the medical community at large,
and we may not become profitable. The level of acceptance we ultimately achieve may be affected by negative public perceptions and historic
media coverage of psychedelic substances, including psilocybin. Because of this history, efforts to educate the medical community and
third-party payors and health technologies assessment bodies on the benefits of our future therapies may require significant resources
and may never be successful, which would prevent us from generating significant revenue or becoming profitable. Market acceptance of our
future therapies by healthcare professionals, patients, healthcare payors and health technology assessment bodies will depend on a number
of factors, many of which are beyond our control, including, but not limited to, the following:

 acceptance
by healthcare professionals, patients and healthcare payors of each therapy as safe, effective and cost-effective;

 changes
in the standard of care for the targeted indications for any therapeutic candidate;

 the
strength of sales, marketing and distribution support;

 potential
product liability claims;

 the
therapeutic candidate's relative convenience, ease of use, ease of administration and other perceived advantages over alternative
therapies;

 the
prevalence and severity of adverse events or publicity;

 limitations,
precautions or warnings listed in the summary of therapeutic characteristics, patient information leaflet, package labeling or instructions
for use;

 the
cost of treatment with our therapy in relation to alternative treatments;

 the
ability to manufacture our product in sufficient quantities and yields;

 the
availability and amount of coverage and reimbursement from healthcare payors, and the willingness of patients to pay out of pocket in
the absence of healthcare payor coverage or adequate reimbursement;

 the
willingness of the target patient population to try, and of healthcare professionals to prescribe, the therapy;

 any
potential unfavorable publicity, including negative publicity associated with recreational use or abuse of psilocybin;

 the
extent to which therapies are approved for inclusion and reimbursed on formularies of hospitals and managed care organizations; and

 whether
our therapies are designated under physician treatment guidelines or under reimbursement guidelines as a first-line, second-line, third-line
or last-line therapy.

 If our future therapeutic candidates fail to gain
market access and acceptance, this will have a material adverse impact on our ability to generate revenue to provide a satisfactory, or
any, return on our investments. Even if some therapies achieve market access and acceptance, the market may prove not to be large enough
to allow us to generate significant revenue.

 Changes in methods of therapeutic candidate
manufacturing or formulation may result in additional costs or delay.

 As therapeutic candidates are developed through
preclinical studies to late-stage clinical trials towards potential approval and commercialization, it is common that various aspects
of the development program, such as manufacturing methods and formulation, may be altered along the way in an effort to optimize processes
and results. Any of these changes could cause any of our future therapeutic candidates to perform differently and affect the results of
planned clinical trials or other future clinical trials conducted with the materials manufactured using altered processes. Such changes
may also require additional testing, FDA notification or FDA approval. This could delay completion of clinical trials, require the conduct
of bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of any of
our future therapeutic candidates and jeopardize our ability to commence product sales and generate revenue.

 We may become exposed to costly and damaging
liability claims, either when testing our future therapeutic candidates in the clinic or at the commercial stage, and our product liability
insurance may not cover all damages from such claims.

 We will be exposed to potential product liability
and professional indemnity risks that are inherent in the research, development, manufacturing, marketing and use of therapeutic substances.
Currently, we have no therapies that have been approved for commercial sale; however, any future therapeutic candidates by us and our
corporate collaborators in clinical trials, and the potential sale of any approved therapies in the future, may expose us to liability
claims. These claims might be made by patients who use our therapies, healthcare providers, pharmaceutical companies, our corporate collaborators
or other third parties that sell our therapies. Any claims against us, regardless of their merit, could be difficult and costly to defend
and could materially adversely affect the market for our future therapeutic candidates or any prospects for commercialization of our future
therapeutic candidates. Although the clinical trial process is designed to identify and assess potential side effects, it is always possible
that a drug, even after regulatory approval, may exhibit unforeseen side effects. If any of our future therapeutic candidates causes adverse
side effects during clinical trials or after regulatory approval, we may be exposed to substantial liabilities.

 Physicians and patients may not comply with warnings
that identify known potential adverse effects and describe which patients should not use any of our future therapeutic candidates. Regardless
of the merits or eventual outcome, liability claims may cause, among other things, the following:

 decreased
demand for our therapies due to negative public perception;

 injury
to our reputation;

 withdrawal
of clinical trial participants or difficulties in recruiting new trial participants;

 initiation
of investigations by regulators;

 costs
to defend or settle the related litigation;

 a
diversion of management's time and our resources;

 substantial
monetary awards to trial participants or patients;

 recalls,
withdrawals or labeling, marketing or promotional restrictions;

 loss
of revenue from therapeutic sales; and

 our
inability to commercialize any of our future therapeutic candidates, if approved.

 In addition, we may not be able to obtain or maintain
insurance coverage at a reasonable cost or obtain insurance coverage that will be adequate to satisfy any liability that may arise. If
a successful product liability claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities,
our assets may not be sufficient to cover such claims and our business, financial condition and results of operations could be materially
adversely affected. Liability claims resulting from any of the events described above could have a material adverse effect on our business,
financial condition and results of operations.

 Enacted and future legislation may increase
the difficulty and cost for us to obtain marketing approval of and commercialize any of our future therapeutic candidates and could have
a material adverse effect on our business.

 In the United States, there have been a number
of legislative and regulatory changes to the healthcare system that could affect our future results of operations. In particular, there
have been and continue to be a number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve
the quality of healthcare. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and
Education Reconciliation Act of 2010 (collectively, "ACA"), substantially changed the way healthcare is financed by both governmental
and private insurers, and significantly impacted the U.S. biopharmaceutical industry.

 Among the provisions of the ACA of importance
to our potential therapeutic candidates are the following:

 an
annual, nondeductible fee on any entity that manufactures or imports specified branded prescription drugs, apportioned among these entities
according to their market share in certain government healthcare programs, although this fee would not apply to sales of certain products
approved exclusively for orphan indications;

 expansion
of eligibility criteria for Medicaid programs, a Federal and state program which extends healthcare to low-income individuals and other
groups, by, among other things, allowing states to offer Medicaid coverage to certain individuals and adding new eligibility categories
for certain individuals with income at or below 133% of the federal poverty level, thereby potentially increasing a manufacturer's
Medicaid rebate liability;

 expansion
of manufacturers' rebate liability under the Medicaid Drug Rebate Program, which requires that drug manufacturers provide rebates
to states in exchange for state Medicaid coverage for most of the manufacturers' drugs by increasing the minimum rebate for both
branded and generic drugs and revising the definition of "average manufacturer price," for calculating and reporting Medicaid
drug rebates on outpatient prescription drug prices and extending rebate liability to prescriptions for individuals enrolled in Medicare
Advantage plans (i.e., a type of Medicare healthcare plan offered by private companies);

 a
new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for products that are inhaled,
infused, instilled, implanted or injected;

 expansion
of the types of entities eligible for the 340B drug discount program, which requires drug manufacturers to provide outpatient drugs to
eligible healthcare organizations and covered entities at significantly reduced prices;

 establishment
of the Medicare Part D coverage gap discount program, which requires manufacturers to provide a 50% point-of-sale-discount (increased
to 70% pursuant to the Bipartisan Budget Act of 2018, or BBA, effective as of January 1, 2019) off the negotiated price of applicable
products to eligible beneficiaries during their coverage gap period as a condition for the manufacturers' outpatient products to
be covered under Medicare Part D;

 creation
of a new non-profit, nongovernmental institute, called the Patient-Centered Outcomes Research Institute, to oversee, identify priorities
in and conduct comparative clinical effectiveness research, along with funding for such research; and

 establishment
of the Center for Medicare and Medicaid Innovation within Centers for Medicare & Medicaid to test innovative payment and service
delivery models to lower Medicare and Medicaid spending, potentially including prescription product spending.

 Since its enactment, there have been numerous
judicial, administrative, executive, and legislative challenges to certain aspects of the ACA, and we expect there will be additional
challenges and amendments to the ACA in the future. It is unclear whether the ACA will be overturned, repealed, replaced, or further amended.
We cannot predict what affect further changes to the ACA would have on our business. This uncertainty is heightened by President Biden's
January 28, 2021 Executive Order on Strengthening Medicaid and the Affordable Care Act which indicated that the Biden Administration
may significantly modify the ACA and potentially revoke any changes implemented by the Trump Administration. It is also possible that
President Biden will further reform the ACA and other federal programs in manner that may impact our operations. The Biden Administration
has indicated that a goal of its administration is to expand and support Medicaid and the ACA and to make high-quality healthcare accessible
and affordable. The potential increase in patients covered by government funded insurance may impact our pricing. Further, it is possible
that the Biden Administration may further increase the scrutiny on drug pricing. The ACA continues to be challenged in court and it is
unclear how any future litigation and the healthcare reform measures of the Biden administration will impact the ACA. In August
2022, Congress passed the Inflation Reduction Act of 2022, which includes prescription drug provisions that have significant implications
for pharmaceutical manufacturers and Medicare beneficiaries, including allowing the federal government to negotiate drug prices for certain
high-priced single source Medicare drugs, imposing penalties and excise tax for manufacturers that fail to comply with the drug price
negotiation requirements, requiring drug companies to pay rebates for all Medicare Part B and Part D drugs, with limited exceptions, if
their drug prices increase faster than inflation, capping out-of-pocket spending for Medicare Part D enrollees and making additional changes
to Medicare Part D to further reduce out-of-pocket prescription drug costs for beneficiaries, among other changes. The Biden administration
released an additional executive order on October 14, 2022, requiring the U.S. Department of Health & Human Services ("HHS")
to submit a report within 90 days on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for
lowering drug costs for Medicare and Medicaid beneficiaries. We cannot predict the likelihood, nature or extent of government regulation
that may arise from future legislation or administrative or executive action, either in the United States or abroad. We expect that additional
state and federal health care reform measures will be adopted in the future, any of which could limit the amounts that federal and state
governments will pay for health care products and services.

 Third-party payors are increasingly challenging
the price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and
efficacy. To obtain coverage and reimbursement for any product that might be approved for marketing, we may need to conduct expensive
studies in order to demonstrate the medical necessity and cost-effectiveness of any products, which would be in addition to the costs
expended to obtain regulatory approvals. Third-party payors may not consider our product or product candidates to be medically necessary
or cost-effective compared to other available therapies.

 Additionally, the containment of healthcare costs
(including drug prices) has become a priority of federal and state governments. The U.S. government, state legislatures, and foreign governments
have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement, and
requirements for substitution by generic products. For example, the Biden Administration, including his nominee for Secretary of
DHHS, has indicated that lowering prescription drug prices is a priority, but we do not yet know what steps the administration will take
or whether such steps will be successful. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies
in jurisdictions with existing controls and measures, could limit our net revenue and results. If these third-party payors do not consider
our products to be cost-effective compared to other therapies, they may not cover our products or product candidates if approved as a
benefit under their plans or, if they do, the level of reimbursement may not be sufficient to allow us to sell our products on a profitable
basis. Decreases in third-party reimbursement for our products once approved or a decision by a third-party payor to not cover our products
could reduce or eliminate utilization of our products and have an adverse effect on our sales, results of operations, and financial condition.
In addition, state and federal healthcare reform measures have been and will be adopted in the future, any of which could limit the amounts
that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products
or product candidates once approved or additional pricing pressures.

 In addition, new laws and additional health reform
measures may result in additional reductions in Medicare and other healthcare funding, which may adversely affect customer demand and
affordability for our future therapeutic candidates and, accordingly, the results of our financial operations.

 Our business operations and current and
future relationships with investigators, health care professionals, consultants, third-party payors and customers may be subject, directly
or indirectly, to U.S. federal and state healthcare fraud and abuse laws, false claims laws, health information privacy and security laws,
other healthcare laws and regulations and other foreign privacy and security laws. If we are unable to comply, or have not fully complied,
with such laws, we could face substantial penalties.

 Although we do not currently have any therapies
on the market, our current and future operations may be directly, or indirectly through our relationships with investigators, health care
professionals, customers and third-party payors, subject to various U.S. federal and state healthcare laws and regulations, including,
without limitation, the U.S. federal Anti-Kickback Statute or the federal Anti-Kickback Statute. Healthcare providers, physicians and
others play a primary role in the recommendation and prescription of any therapies for which we obtain marketing approval. These laws
impact, among other things, our research activities and proposed sales, marketing and education programs and constrain our business and
financial arrangements and relationships with third-party payors, healthcare professionals who participate in our clinical research program,
healthcare professionals and others who recommend, purchase, or provide our approved therapies, and other parties through which we market,
sell and distribute our therapies for which we obtain marketing approval. In addition, we may be subject to patient data privacy and security
regulation by both the U.S. federal government and the states in which we conduct our business, along with foreign regulators (including
European data protection authorities). Finally, our current and future operations will be subject to additional healthcare-related statutory
and regulatory requirements and enforcement by foreign regulatory authorities in jurisdictions in which we conduct our business. These
laws include, but are not limited to, the following:

 the
federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering,
receiving or paying any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly,
in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order or recommendation of,
any good, facility, item or service, for which payment may be made, in whole or in part, under U.S. federal and state healthcare programs
such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate
it in order to have committed a violation. Violations are subject to significant civil and criminal fines and penalties for each violation,
plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government
may assert that a claim that includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a
false or fraudulent claim for purposes of the civil False Claims Act ("FCA"). The definition of the "remuneration"
under the federal Anti-Kickback Statute has been interpreted to include anything of value. Further, courts have found that if "one
purpose" of remuneration is to induce referrals, the federal Anti-Kickback Statute is violated. The Anti-Kickback Statute has been
interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers, and formulary
managers on the other. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from
prosecution; but the exceptions and safe harbors are drawn narrowly and require strict compliance in order to offer protection;

 the
federal civil and criminal false claims laws, such as the FCA, which prohibits individuals or entities from, among other things, knowingly
presenting, or causing to be presented, false or fraudulent claims for payment to, or approval by Medicare, Medicaid, or other federal
healthcare programs, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent
claim or an obligation to pay or transmit money to the federal government, or knowingly concealing or knowingly and improperly avoiding
or decreasing or concealing an obligation to pay money to the U.S. federal government. Manufacturers can be held liable under the FCA
even when they do not submit claims directly to government payors if they are deemed to "cause" the submission of false or
fraudulent claims. The FCA also permits a private individual acting as a "whistleblower" to bring actions on behalf of the
federal government alleging violations of the FCA and to share in any monetary recovery. When an entity is determined to have violated
the FCA, the government may impose civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation
in Medicare, Medicaid and other federal healthcare programs;

 the
federal civil monetary penalties laws, which impose civil fines for, among other things, the offering or transfer or remuneration to
a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's
selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless
an exception applies;

 The
Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical
Health Act of 2009 and their implementing regulations (collectively referred to as "HIPAA") as well as numerous other federal
and state laws and regulations, govern the collection, dissemination, use, privacy, security, confidentiality, integrity and availability
of personally identifiable information ("PII"), including protected health information ("PHI"). HIPAA applies
national privacy and security standards for PHI to covered entities, including certain types of health care entities and their service
providers that access PHI, known as business associates. HIPAA requires covered entities and business associates to maintain policies
and procedures governing PHI that is used or disclosed, and to implement administrative, physical and technical safeguards to protect
PHI, including PHI maintained, used and disclosed in electronic form. These safeguards include employee training, identifying business
associates with whom covered entities need to enter into HIPAA-compliant contractual arrangements and various other measures. While we
shall undertake substantial efforts to secure the PHI we maintain, use and disclose in electronic form, a cyber-attack or other intrusion
that bypasses our information security systems causing an information security breach, loss of PHI, PII or other data subject to privacy
laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with potentially
substantial fines and penalties. Ongoing implementation and oversight of these security measures involves significant time, effort and
expense. HIPAA requires covered entities and their business associates to report breaches of unsecured PHI to affected individuals without
unreasonable delay and in no case later than 60 days after the discovery of the breach by the covered entity or its agents. Notification
must also be made to the U.S. Department of Health and Human Services ("HHS") and, in certain situations involving large
breaches, to the media. The HIPAA rules created a presumption that all non-permitted uses or disclosures of unsecured PHI are breaches
unless the covered entity establishes that there is a low probability the information has been compromised. A data breach affecting sensitive
personal information, including health information, also could result in significant legal and financial exposure and reputational damages
that could potentially have an adverse effect on our business.

 the
FDCA, which governs the production, sale, distribution and promotion of drugs, biologics and medical devices and prohibits, among other
things, the adulteration or misbranding of drugs, biologics and medical devices;

 the
U.S. federal legislation commonly referred to as Physician Payments Sunshine Act, and its implementing regulations, which requires certain
manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children's
Health Insurance Program to report annually to the CMS information related to certain payments and other transfers of value to physicians
(defined to include doctors, dentists, optometrists, podiatrists, and chiropractors) and teaching hospitals, as well as ownership and
investment interests held by physicians and their immediate family members. Effective January 1, 2022, these reporting obligations will
extend to include transfers of value made during the previous year to certain non-physician providers such as physician assistants and
nurse practitioners; and

 analogous
state laws and regulations, including the following: state anti-kickback and false claims laws, which may be broader in scope than their
federal equivalents, and which may apply to our business practices, including research, distribution, sales and marketing arrangements
and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers; state laws that require
pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance
guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other
potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing
information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities;
state and local laws that require the registration of pharmaceutical sales representatives and state laws governing the privacy and security
of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted
by HIPAA, thus complicating compliance efforts.

 The distribution of pharmaceutical products is
subject to additional requirements and regulations, including licensing, extensive record-keeping, storage and security requirements intended
to prevent the unauthorized sale of pharmaceutical products.

 The scope and enforcement of each of these laws
is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable
precedent and regulations. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare
companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare
industry. Even if precautions are taken, it is possible that governmental authorities will conclude that our business practices may not
comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations.
If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may
be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion of drugs
from government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become
subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational
harm and the curtailment or restructuring of our operations. If any of the physicians or other healthcare providers or entities with whom
we expect to do business is found not to be in compliance with applicable laws, that person or entity may be subject to significant criminal,
civil or administrative sanctions, including exclusions from government funded healthcare programs. Prohibitions or restrictions on sales
or withdrawal of future marketed products could materially affect business in an adverse way.

 Efforts to ensure that our business arrangements
with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Any action against us for
violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our
management's attention from the operation of our business. The shifting compliance environment and the need to build and maintain
robust and expandable systems to comply with multiple jurisdictions with different compliance or reporting requirements increases the
possibility that a healthcare company may run afoul of one or more of the requirements.

 Failure to comply with health and data protection
laws and regulations could lead to U.S. federal and state government enforcement actions, including civil or criminal penalties, private
litigation, and adverse publicity and could negatively affect our operating results and business.

 We and any potential collaborators may be subject
to U.S. federal and state data protection laws and regulations, such as laws and regulations that address privacy and data security. In
the United States, numerous federal and state laws and regulations, including state data breach notification laws, state health information
privacy laws, and federal and state consumer protection laws, govern the collection, use, disclosure, and protection of health-related
and other personal information. In addition, we may obtain health information from third parties, including research institutions from
which we obtain clinical trial data, which are subject to privacy and security requirements under HIPAA, as amended by HITECH. To the
extent that we act as a business associate to a healthcare provider engaging in electronic transactions, we may also be subject to the
privacy and security provisions of HIPAA, as amended by HITECH, which restricts the use and disclosure of patient-identifiable health
information, mandates the adoption of standards relating to the privacy and security of patient-identifiable health information, and requires
the reporting of certain security breaches to healthcare provider customers with respect to such information. Additionally, many states
have enacted similar laws that may impose more stringent requirements on entities like ours. Depending on the facts and circumstances,
we could be subject to significant civil, criminal, and administrative penalties if we obtain, use, or disclose individually identifiable
health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.

 Compliance with U.S. and foreign privacy and data
protection laws and regulations could require us to take on more onerous obligations in our contracts, restrict our ability to collect,
use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. Failure to comply with these laws and
regulations could result in government enforcement actions (which could include civil, criminal and administrative penalties), private
litigation, and/or adverse publicity and could negatively affect our operating results and business. Moreover, clinical trial subjects,
employees and other individuals about whom we or our potential collaborators obtain personal information, as well as the providers who
share this information with us, may limit our ability to collect, use and disclose the information. Claims that we have violated individuals'
privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable,
could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

 The successful commercialization of any
of our future therapeutic candidates will depend in part on the extent to which governmental authorities and health insurers establish
adequate reimbursement levels and pricing policies. Failure to obtain or maintain adequate coverage and reimbursement for any of our future
therapeutic candidates, if approved, could limit our ability to market those therapies and decrease our ability to generate revenue.

 The availability and adequacy of coverage and
reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors
are essential for most patients to be able to afford therapies. As Schedule I substances under the CSA, psilocybin and psilocin are deemed
to have no accepted medical use and therapies that use psilocybin or psilocin are precluded from reimbursement in the United States. Our
products must be scheduled as a Schedule II or lower controlled substance (i.e., Schedule III, IV or V) before they can be commercially
marketed. Our ability to achieve acceptable levels of coverage and reimbursement for therapies by governmental authorities, private health
insurers and other organizations will have an effect on our ability to successfully commercialize, and attract additional collaboration
partners to invest in the development of our future therapeutic candidates. Even if we obtain coverage for a given therapy by third-party
payors, the resulting reimbursement payment rates may not be adequate or may require patient out-of-pocket costs that patients may find
unacceptably high. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for any therapy
that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

 Furthermore, third-party payors are increasingly
challenging prices charged for therapeutic substances and services, and many third-party payors may refuse to provide coverage and reimbursement
for particular drugs when an equivalent generic drug or a less expensive therapy is available. It is possible that a third-party payor
may consider our future therapeutic candidates as substitutable and only offer to reimburse patients for the less expensive therapy. These
payors may deny or revoke the reimbursement status of a given drug product or establish prices for new or existing marketed therapies
at levels that are too low to enable us to realize an appropriate return on our investment in product development. If reimbursement is
not available or is available only at limited levels, we may not be able to successfully commercialize our future therapeutic candidates,
and may not be able to obtain a satisfactory financial return on therapeutic candidates that we may develop.

 There is significant uncertainty related to the
insurance coverage and reimbursement of newly approved therapies. In the United States, third-party payors, including private and governmental
payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs will be covered.
The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their
coverage and reimbursement policies for drugs. Some third-party payors may require pre-approval of coverage for new or innovative devices
or drug therapies before they will reimburse health care providers who use such therapies. It is difficult to predict at this time what
third-party payors will decide with respect to the coverage and reimbursement for our future therapeutic candidates.

 Furthermore, obtaining and maintaining reimbursement
status is time-consuming and costly. No uniform policy for coverage and reimbursement for drug therapies exists among third-party payors
in the United States. Therefore, coverage and reimbursement for drug therapies can differ significantly from payor to payor. As a result,
the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical
support for the use of our therapies to each payor separately, with no assurance that coverage and adequate reimbursement will be applied
consistently or obtained in the first instance. Furthermore, rules and regulations regarding reimbursement change frequently, in some
cases at short notice, and we believe that changes in these rules and regulations are likely.

 Outside the United States, international operations
are generally subject to extensive governmental price controls and other market regulations. Other countries allow companies to fix their
own prices for medical therapies, but monitor and control company profits. Additional foreign price controls or other changes in pricing
regulation could restrict the amount that we are able to charge for our future therapeutic candidates. Accordingly, in markets outside
the United States, the reimbursement for our therapies may be reduced compared with the United States and may be insufficient to generate
commercially reasonable revenue and profits.

 We will be subject to environmental, health
and safety laws and regulations, and we may become exposed to liability and substantial expenses in connection with environmental compliance
or remediation activities which may adversely affect our business and financial condition.

 Our operations, including our research, development,
testing and manufacturing activities, will be subject to numerous foreign, federal, state and local environmental, health and safety laws
and regulations. These laws and regulations govern, among other things, the controlled use, manufacture, handling, release and disposal
of and the maintenance of a registry for, hazardous materials, such as chemical solvents, human cells, carcinogenic compounds, mutagenic
compounds and compounds that have a toxic effect on reproduction, laboratory procedures and exposure to blood-borne pathogens.

 We may incur significant costs to comply with
these current or future environmental and health and safety laws and regulations. Furthermore, if we fail to comply with such laws and
regulations, we could be subject to fines or other sanctions.

 Risks Relating to Our Intellectual Property
Rights

 The failure to obtain or maintain patents,
licensing agreements and other intellectual property could materially impact our ability to compete effectively.

 In order for our business to be viable and to
compete effectively, we need to develop and maintain, and we will heavily rely on, a proprietary position with respect to our intellectual
property. However, there are significant risks associated with our actual or proposed intellectual property. The risks and uncertainties
that we face with respect to our rights principally include the following:

 pending
patent applications we have filed or will file may not result in issued patents or may take longer than we expect to result in issued
patents;

 we
may be subject to interference proceedings;

 we
may be subject to reexamination proceedings;

 we
may be subject to post grant review proceedings;

 we
may be subject to inter partes review proceedings;

 we
may be subject to derivation proceedings;

 we
may be subject to opposition proceedings in foreign countries;

 any
patents that are issued or licensed to us may not provide us with any competitive advantages or meaningful protection;

 we
may not be able to develop additional proprietary technologies that are patentable;

 other
companies may challenge patents licensed or issued to us;

 other
companies may have independently developed and patented (or may in the future independently develop and patent) similar or alternative
technologies, or duplicate our technologies;

 other
companies may design around technologies we have licensed or developed;

 enforcement
of patents is complex, uncertain and very expensive and we may not be able to secure, enforce and defend our patents;

 in
the event that we were to ever seek to enforce our patents in ligation, there is some risk that they could be deemed invalid, not infringed,
or unenforceable; and

 the
patents of others may have an adverse effect on our business.

 We cannot be certain that any patents will be
issued as a result of any pending or future applications, or that any patents, once issued, will provide us with adequate protection from
competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope.
In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, we cannot be certain
that we or our licensors were the first to invent or to file patent applications covering them.

 It is also possible that others may have or may
obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses requiring the payment of
significant fees or royalties in order to enable us to conduct our business. There is no guarantee that such licenses will be available
based on commercially reasonable terms. As to those patents that we have licensed, our rights depend on maintaining our obligations to
the licensor under the applicable license agreement, and we may be unable to do so.

 If we are unable to obtain and maintain
patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad, competitors could develop
and commercialize products similar or identical to ours, and our ability to successfully commercialize our products could be impaired.

 The patent prosecution process is expensive and
time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a
timely manner, or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our development output
before it is too late to obtain patent protection.

 The patent position of life science companies
generally is highly uncertain, involves complex legal and factual questions and has in past years been the subject of much litigation.
In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States and we may fail
to seek or obtain patent protection in all major markets. For example, unlike the U.S., European patent law restricts the patentability
of methods of treatment of the human body. Our pending and future patent applications may not result in patents being issued which protect
our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and
products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish
the value of our patents or narrow the scope of our patent protection, even post-grant.

 Patent reform legislation has increased the uncertainties
and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. On September 16, 2011,
the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant
changes to United States patent law. These include provisions that affect the way patent applications are prosecuted and may also affect
patent litigation. The U.S. Patent and Trademark Office ("USPTO") recently developed new regulations and procedures to govern
administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular,
the first to file provisions, only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith
Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and
costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could
have a material adverse effect on our business and financial condition.

 Moreover, we may be subject to a third-party pre-issuance
submission of prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter partes review,
post-grant review or interference proceedings challenging our patent rights (whether licensed or otherwise held) or the patent rights
of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent
rights (whether licensed or otherwise held), allow third parties to commercialize our products and compete directly with us, without payment
to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition,
if the breadth or strength of protection provided by our patents and patent applications (whether licensed or otherwise held) is threatened,
it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

 Even if our patent applications (whether licensed
or otherwise held) result in the issuance of patents, they may not issue in a form that will provide us with any meaningful protection,
prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent
our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

 The issuance of a patent is not conclusive as
to its inventorship, scope, validity or enforceability, and our licensed or owned patents may be challenged in the courts or patent offices
in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed,
invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar
or identical products, or limit the duration of the patent protection of our products. Given the amount of time required for the development,
testing and regulatory review of new life science product candidates, patents protecting such candidates might expire before or shortly
after such candidates are commercialized. As a result, our intellectual property rights portfolio may not provide us with sufficient rights
to exclude others from commercializing products similar or identical to ours.

 We may become involved in lawsuits to protect
or enforce our intellectual property rights, which could be expensive, time-consuming and ultimately unsuccessful.

 Competitors may infringe our intellectual property.
To counter infringement or unauthorized use, we may be required to sue a third party, or otherwise make a claim, alleging infringement
or other violation of patents, trademarks, trade dress, copyrights, trade secrets, domain names or other intellectual property rights
that we either own or license from a third party. If we do not prevail in enforcing our intellectual property rights in this type of litigation,
we may be subject to:

 paying
monetary damages related to the legal expenses of the third party;

 facing
additional competition that may have a significant adverse effect on our product pricing, market share, business operations, financial
condition, and the commercial viability of our product; and

 restructuring
our Company or delaying or terminating select business opportunities, including, but not limited to, research and development, clinical
trial, and commercialization activities, due to a potential deterioration of our financial condition or market competitiveness.

 Any claims we assert against perceived infringers
could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property or that our intellectual
property is invalid or unenforceable. The result of these challenges may narrow the scope or claims of or invalidate or found unenforceable
patents that are integral to our product or product candidate. In addition, in a patent infringement proceeding, a court may decide that
a licensed or owned patent of ours is invalid or unenforceable, in whole or in part, construe the patent's claims narrowly or refuse
to stop the other party from using the technology at issue on the grounds that our patents do not cover that technology. Moreover, lawsuits
to protect or enforce our intellectual property rights could be expensive, time-consuming and ultimately unsuccessful.

 Third parties may initiate legal proceedings
alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

 Our commercial success depends upon our ability
to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties. There is considerable
intellectual property litigation in the life sciences industry. We cannot guarantee that our product candidates will not infringe third-party
patents or other proprietary rights. We may become party to, or threatened with, future adversarial proceedings or litigation regarding
intellectual property rights with respect to our products and technology, including inter partes review, post-grant review,
interference, or derivation proceedings before the USPTO and similar proceeding before similar bodies in other countries. Third parties
may assert infringement claims against us based on existing intellectual property rights and intellectual property rights that may be
granted in the future.

 If we are found to infringe a third party's
intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our
products. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able
to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could
be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable
for monetary damages, including treble damages and attorneys' fees if we are found to have willfully infringed a patent. A finding
of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which
could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties
could have a similar negative impact on our business.

 Obtaining and maintaining our patent protection
depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent
agencies, and our own patent protection could be reduced or eliminated for noncompliance with these requirements.

 Periodic maintenance fees and annuities on any
issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO
and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar
provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by
other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of
the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events
that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official
actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event,
our competitors might be able to enter our markets, which could have a material adverse effect on our business.

 We may be subject to claims by third parties
asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own
intellectual property.

 We may retain employees and contractors that were
previously employed at universities or other companies, including potential competitors. Although we will try to ensure that our employees
and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these
employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee's
former employer. Litigation may be necessary to defend against these claims, and any such litigation could have an unfavorable outcome.

 In addition, while it is our policy to require
our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual
property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that
we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring
claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual
property.

 If we fail in prosecuting or defending any such
claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful
in prosecuting or defending against such claims, litigation could result in substantial costs and adverse results, and be a distraction
to management.

 If we fail to comply with our obligations
in the agreements under which we may license intellectual property rights from third parties or otherwise experience disruptions to our
business relationships with our licensors, we could lose rights that are important to our business.

 We have licensed and may enter into or may be
required to enter into intellectual property license agreements that are important to our business. These license agreements may impose
various diligence, milestone payment, royalty and other obligations on us. For example, we may enter into exclusive license agreements
with various universities and research institutions, we may be required to use commercially reasonable efforts to engage in various development
and commercialization activities with respect to licensed products, and may need to satisfy specified milestone and royalty payment obligations.
If we fail to comply with any obligations under our agreements with any of these licensors, we may be subject to termination of the license
agreement in whole or in part, increased financial obligations to our licensors or loss of exclusivity in a particular field or territory,
in which case our ability to develop or commercialize products covered by the license agreement will be impaired.

 In addition, disputes may arise regarding intellectual
property subject to a license agreement, including:

 the
scope of rights granted under the license agreement and other interpretation-related issues;

 the
extent to which our processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

 our
diligence obligations under the license agreement and what activities satisfy those obligations;

 if
a third-party expresses interest in an area under a license that we are not pursuing, under the terms of certain of our license
agreements, we may be required to sublicense rights in that area to a third party, and that sublicense could harm our business; and

 the
ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us.

 Disputes over intellectual property that we have
licensed may prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, and we may be unable to
successfully develop and commercialize our product candidate.

 Intellectual property litigation could cause
us to spend substantial resources and distract our personnel from their normal responsibilities.

 Even if resolved in our favor, litigation or other
legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical
and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings,
motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it
could have an adverse effect on the price of our common stock. Such litigation or proceedings could increase our operating losses and
reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient
financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the
costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting
from the initiation and continuation of patent litigation or other proceedings could compromise our ability to compete in the marketplace.

 We may spend considerable resources developing
and maintaining patents, license agreements and other intellectual property that may later be abandoned or may otherwise never result
in products brought to market.

 Not all technologies and candidate products that
initially show potential as the basis for future products will ultimately meet the rigors of our development process and as a result may
be abandoned and/or never otherwise result in products brought to market. In some cases, prior to abandonment we may be required
to incur significant costs developing and maintaining intellectual property and/or maintaining license agreements and our business could
be harmed by such costs.

 If we are not able to adequately prevent
disclosure of trade secrets and other proprietary information, the value of our technology and product could be significantly diminished.

 We rely on trade secrets to protect our proprietary
technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult
to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored
researchers and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent
disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential
information. In addition, others may independently discover our trade secrets and proprietary information. For example, the FDA, as part
of its transparency initiative, is currently considering whether to make additional information publicly available on a routine basis,
including information that we may consider to be trade secrets or other proprietary information, and it is not clear at the present time
how the FDA's disclosure policies may change in the future, if at all. Costly and time-consuming litigation could be necessary
to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely
affect our competitive business position.

 We rely on information technology, and if
we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations
could be disrupted, and our business could be negatively affected.

 We rely on information technology networks and
systems to process, transmit and store electronic and financial information; to coordinate our business; and to communicate within our
Company and with customers, suppliers, partners and other third-parties. These information technology systems may be susceptible to damage,
disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication failures, user
errors or catastrophic events. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuity
plans do not effectively resolve the issues in a timely manner, our operations could be disrupted, and our business could be negatively
affected. In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information, and data
loss and corruption. There is no assurance that we will not experience these service interruptions or cyber-attacks in the future.

 Other Risks Related to Our Business

 We may not be successful in hiring and retaining
key employees, including executive officers.

 Our success materially depends upon the expertise,
experience and continued service of our management and other key personnel, including, but not limited to, Eric Weisblum, our Chief Executive
Officer. If we lose the services of Mr. Weisblum or any of other member of management, our business would be materially and adversely
affected.

 Our future success also depends upon our ability
to attract and retain highly qualified management personnel and other employees. There can be no assurance that these professionals will
be available in the market, or that we will be able to retain existing professionals or to meet or to continue to meet their compensation
requirements. Furthermore, the cost base in relation to such compensation, which may include equity compensation, may increase significantly,
which could have a material adverse effect on us. Failure to establish and maintain an effective management team and work force could
adversely affect our ability to operate, grow and manage our business.

 Unfavorable global economic, business or
political conditions could adversely affect our business, financial condition or results of operations.

 Our results of operations could be adversely affected
by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control,
including the impact of health and safety concerns, such as those relating to the current COVID-19 outbreak. The most recent global financial
crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result
in a variety of risks to our business, including weakened demand for our products and our ability to raise additional capital when needed
on acceptable terms, if at all. A weak or declining economy could strain our domestic and international customers, possibly resulting
in delays in customer payments. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current
economic climate and financial market conditions could adversely impact our business.

 Risks Relating to Our Securities

 Our Certificate of Incorporation grants
our board of directors, without any action or approval by our stockholders, the power to designate and issue preferred stock with rights,
preferences and privileges that may be adverse to the rights of the holders of our common stock.

 The total number of preferred stock that we are
authorized to issue is 5,000,000 shares, none of which are issued and outstanding as of March 23, 2024. Pursuant to authority granted
by our Certificate of Incorporation, our board of directors, without any action or approval by our stockholders, may issue preferred
stock in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action
by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular
matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The rights of holders
of other classes or series of capital stock, including preferred stock that may be issued could be superior to the rights of the holders
of shares of our common stock. The designation and issuance of shares of capital stock having preferential rights could materially adversely
affect the rights of the holders of our common stock. In addition, any issuances of additional capital stock (common or
preferred) will dilute the percentage of ownership interest of our stockholders.

 We have never paid cash dividends and have
no plans to pay cash dividends in the future.

 Holders of shares of our common stock are entitled
to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our capital stock and
we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations
of our business. Therefore, any return investors in our capital stock may have will be in the form of appreciation, if any, in the market
value of their shares of common stock.

 Our compliance with complicated U.S. regulations
concerning corporate governance and public disclosure is expensive and diverts management's attention from our core business, which
could adversely affect our business, results of operations, and financial condition.

 As a publicly reporting company, we are faced
with expensive, complicated and evolving disclosure, governance and compliance laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act and the Dodd-Frank Act, and Nasdaq rules. As a result of the complexity involved
in complying with the applicable rules and regulations, our management's attention may be diverted from other business concerns,
which could harm our business, results of operations and financial condition. We may need to hire more personnel in the future or engage
outside consultants, which will increase our operating expenses, to assist us in complying with these requirements.

 In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations
and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time
and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us, and our business may be harmed.

 Our common stock could be subject to extreme
volatility.

 The trading price of our common stock may be affected
by a number of factors, including events described in the risk factors set forth herein and in our other reports filed with the SEC from
time to time, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating
to future operating performance and the profitability of operations, factors such as variations in interim financial results or various,
and unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial
price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask
spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has,
from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular
companies. These market fluctuations may have a material adverse effect the market price of our common stock.

 Market and economic conditions may negatively
impact our business, financial condition and share price.

 Concerns over inflation, energy costs, geopolitical
issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile
oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer
confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth
going forward, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely
affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions.
If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete,
more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material
adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or
commercialization plans.

 Future sales and issuances of our securities
could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

 We expect that significant additional capital
will be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel,
commercializing our products, and continuing activities as an operating public company. To the extent we raise additional capital by issuing
equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity
securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible
securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales
may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

 We may be at risk of securities class action litigation.

 We may be at risk of securities class action litigation.
In the past, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated
with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial costs and
a diversion of management's attention and resources, which could harm our business and results in a decline in the market price
of our common stock.

 Financial reporting obligations of being
a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time
to compliance matters.

 As a publicly traded company we incur significant
legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures
and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations
under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley
Act of 2002, as amended ("Sarbanes-Oxley") and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules
require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial
reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor
and maintain compliance with. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply
with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject
to litigation among other potential problems.

 Failure to maintain effective internal control
over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate.

 We are required pursuant to Section 404 of the
Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness
of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control
over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in
the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities.
If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies
and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial
reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor
confidence in the accuracy and reliability of our financial statements.

 Our management has concluded that our internal
controls over financial reporting were, and continue to be, ineffective, as December 31, 2022 as a result of the following: (i) we lack
segregation of duties within accounting functions duties as a result of our limited financial resources to support hiring of personnel,
and; (ii) we not have not implemented adequate system and manual controls. While management intends to remediate the material weakness,
there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses
or that the controls will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over
financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect
on our business.

 Nasdaq Capital Market may subsequently delist
our common stock if we fail to comply with ongoing listing standards.

 Nasdaq Capital Market will require us to meet
certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue the listing of our common
stock. If we fail to meet these continued listing requirements, our common stock may be subject to delisting. If our common stock are
delisted and we are not able to list such common stock or warrants on another national securities exchange, we expect our securities would
be quoted on an over-the-counter market; However, if this were to occur, our stockholders could face significant material adverse consequences,
including limited availability of market quotations for our common stock and reduced liquidity for the trading of our securities. In addition,
in the event of such delisting, we could experience a decreased ability to issue additional securities and obtain additional financing
in the future. Even if our common stock is listed on the Nasdaq Capital Market, there can be no assurance that an active trading market
for our common stock will develop or be sustained after our initial listing.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 We believe cybersecurity is critical to advancing
our technological advancements. As a biopharmaceutical company, we face a multitude of cybersecurity threats that range from attacks common
to most industries, such as ransomware and denial-of service. Our customers, suppliers, subcontractors, and business partners face similar
cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations,
performance, and results of operations. These cybersecurity threats and related risks make it imperative that we expend resources on cybersecurity.

 Our Board of Directors oversees management's
processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives.
Senior leadership, including our cybersecurity consultant, regularly briefs the Board of Directors on our cybersecurity and information
security posture and the Board of Directors is apprised of cybersecurity incidents deemed to have a moderate or higher business impact,
even if immaterial to us. The full Board retains oversight of cybersecurity because of its importance. In the event of an incident, we
intend to follow our detailed incident response playbook, which outlines the steps to be followed from incident detection to mitigation,
recovery, and notification, including notifying functional areas (e.g., legal), as well as senior leadership and the Board, as appropriate.
Our Cybersecurity consultant has extensive information technology and program management experience. We have implemented a governance
structure and processes to assess, identify, manage, and report cybersecurity risks.

 As a biopharmaceutical company, we must comply
with extensive regulations, including requirements imposed by the Federal Drug Administration related to adequately safeguarding patient
information and reporting cybersecurity incidents to the SEC. We work with our cybersecurity consultant on assessing cybersecurity risk
and on policies and practices aimed at mitigating these risks. We believe we are positioned to meet the requirements of the SEC. In addition
to following SEC guidance and implementing pre-existing third party frameworks, we have developed our own practices and frameworks, which
we believe enhance our ability to identify and manage cybersecurity risks. Third parties also play a role in our cybersecurity. We engage
third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits, or consulting
on best practices to address new challenges. Assessing, identifying, and managing cybersecurity related risks are factored into our overall
business approach.

 We rely heavily on our supply chain to deliver
our products and services, and a cybersecurity incident at a supplier, subcontractor or business partner could materially adversely impact
us. We require that our subcontractors report cybersecurity incidents to us so that we can assess the impact of the incident on us. Notwithstanding
the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could
have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions
may not be fully insured.

 ITEM 2. PROPERTIES

 Our principal executive offices are located at
677 N. Washington Boulevard Sarasota, FL. We pay approximately $80 per month to rent for such space on a month-to-month lease basis. We
believe that our current office space will be adequate for the foreseeable future.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may become involved in various
lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an
adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such
legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition
or operating results.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 On September 27, 2022 our common stock began trading
on The Nasdaq Capital Market under the symbol "SILO." Prior to that time, our common stock was quoted on the OTCQB.

 Security Holders

 As of March 17, 2024, there were 97 stockholders
of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes
stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.

 Dividends

 Common Stock

 We have not declared or paid dividends on our
common stock since our formation. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of
Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed
relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

 Stock Repurchase Program

 On January 26, 2023, our Board of Directors authorized
a stock repurchase plan to repurchase up to $1.0 million of the Company's issued and outstanding common stock, from time to
time, with such plan to be in place until December 31, 2023. On January 9, 2024, the Board of Directors of the Company approved an extension
of the previously announced stock repurchase program authorizing the purchase of up to $1 million of the Company's common stock
until March 31, 2024. Through December 31, 2023, we purchased 252,855 shares of our common stock for a cost of $471,121, which is reflected
in treasury stock on the accompanying consolidated balance sheet.

 The following is a summary of our common stock
repurchases during the quarterly period ended December 31, 2023:

 Period

 Total
 number of
 shares
 purchased

 price paid
 per share

 Total
 number of
 shares
 purchased
 as part of
 publicly
 announced
 program

 Maximum
 number (or
 approximate
 dollar value)
 of shares
 that may
 yet be
 purchased
 under the
 program

 October 1, 2023 through October 31, 2023

 54,475

 $
 1.54

 54,475

 November 1, 2023 through November 30, 2023

 43,752

 $
 1.63

 43,752

 December 1, 2023 through December 31, 2023

 25,335

 $
 1.55

 25,335

 Total

 123,562

 $
 1.57

 123,562

 $
 528,879

 Recent Sales of Unregistered Securities

 None.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You should read the following discussion and
analysis of our financial condition and plan of operations together with and our consolidated financial statements and the related notes
appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors
that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the
section titled "Risk Factors" included elsewhere in this Annual Report on Form 10-K. All amounts in this report are in U.S.
dollars, unless otherwise noted.

 Overview

 We are a developmental stage biopharmaceutical
company developing novel therapeutics that address underserved conditions including PTSD, stress-induced anxiety disorders, fibromyalgia,
and central nervous system (CNS) diseases. We are focused on developing novel therapies that include conventional drugs and psychedelic
formulations. The Company's lead program, SPC-15, is an intranasal drug targeting PTSD and stress-induced anxiety disorders. SP-26
is a time-release ketamine-based loaded implant for fibromyalgia and chronic pain relief. Silo's two preclinical programs are SPC-14,
an intranasal compound for the treatment of Alzheimer's disease, and SPU-16, a CNS-homing peptide targeting the central nervous
system with initial research indication in multiple sclerosis (MS).

 Rare Disease Therapeutics

 We seek to acquire and/or develop intellectual
property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs,
such as psilocybin, ketamine, and the potential benefits they may have in certain cases involving depression, mental health issues and
neurological disorders. We are focused on developing traditional therapeutics and psychedelic medicine. The company concentrates on the
development and commercialization of therapies for unmet needs from indications such as depression, post-traumatic stress disorder ("PTSD"),
, and other rare neurological disorders. Our mission is to identify assets to license and fund the research which we believe will be transformative
to the well-being of patients and the health care industry.

 Psilocybin is considered a serotonergic hallucinogen
and is an active ingredient in some species of mushrooms. Recent industry studies using psychedelics, such as psilocybin, have been promising,
and we believe there is a large unmet need with many people suffering from depression, mental health issues and neurological disorders.
While classified as a Schedule I substance under the Controlled Substances Act ("CSA"), there is an accumulating body of evidence
that psilocybin may have beneficial effects on depression and other mental health conditions. Therefore, the U.S. Food and Drug Administration
("FDA") and U.S. Drug Enforcement Agency ("DEA") have permitted the use of psilocybin in clinical studies for
the treatment of a range of psychiatric conditions.

 The potential of psilocybin therapy in mental
health conditions has been demonstrated in a number of academic-sponsored studies over the last decade. In these early studies, it was
observed that psilocybin therapy provided rapid reductions in depression symptoms after a single high dose, with antidepressant effects
lasting for up to at least six months for a number of patients. These studies assessed symptoms related to depression and anxiety through
a number of widely used and validated scales. The data generated by these studies suggest that psilocybin is generally well-tolerated
and may have the potential to treat depression when administered with psychological support.

 We have engaged in discussions with a number of
world-renowned educational institutions and advisors regarding potential opportunities and have formed a scientific advisory board that
is intended to help advise management regarding potential acquisition and development of products.

 In addition, as more fully described below, we
have entered into a license agreement with the University of Maryland, Baltimore, and developing a Ketamine polymer implant. In addition,
we have recently entered into a sponsored research agreement with Columbia University pursuant to which we have been granted an option
to license certain patents and inventions relating to the treatment of Alzheimer's disease and stress-induced affective disorders
using Ketamine in combination with certain other compounds.

 We plan to actively pursue the acquisition and/or
development of intellectual property or technology rights to treat rare diseases, and to ultimately expand our business to focus on this
new line of business.

 Product Candidates

 We are currently focusing on four product candidates:
(i) SPC-15 for treatment of depression disorders; (ii) SP-26 for treatments of chronic pain; (iii)SPC-14 for the treatment of Alzheimer's
disease and (iv) SPU-16 for the treatment of CNS disorders with an initial indication for multiple sclerosis.

 SPC-15

 On October 1, 2021, the Company entered into a sponsored research agreement
with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development,
including assets related to SPC-15 for the treatment of depression disorders. On September 22, 2022, we entered into a First Amendment
to Sponsored Research Agreement with Columbia to extend the term of the Columbia Agreement to conduct further research studies, which
extension runs through March 31, 2024. On April 11, 2023 the assets under development for which we have the option to license as described
above were issued a patent from the U.S. Patent & Trademark Office (USPTO) for "Biomarkers for Efficacy of Prophylactic Treatments
Against Stress-Induced Affective Disorders" (US 11,622,948, B2). The Company exercised its option for an exclusive license agreement
for SPC-15, a prophylactic treatment for stress-induced affective disorders including anxiety and PTSD pursuant to which the Company will
be granted an exclusive license to further develop, manufacture, and commercialize SPC-15 worldwide. The Company expects to have the complete
license agreement with Columbia completed in the first half of 2024.

 SPC-15 is a targeted prophylactic therapeutic
composition for the treatment and prevention for stress-induced affective disorders including PTSD. The treatment predicts levels of severity
or progression of such disorders and their metabolomic biomarkers' response to pharmacological treatments. We intend to develop
SPC-15 under the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act
("FDCA") was enacted to enable sponsors to seek New Drug Application ("NDA") approval for novel repurposed drugs
without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1 safety studies. Proceeding
under this regulatory pathway, we will be able to rely upon publicly available data with respect to our active ingredient in our NDA submission
to the FDA for marketing approval.

 On November 15, 2023, the Company entered an exclusive
license agreement with Medspray Pharma BV for its proprietary patented soft mist nasal spray technology, as the delivery mechanism for
SPC-15, which agreement has an effective date of October 31, 2023. Preclinical and formulation studies are expected to be completed in
the first quarter of 2024 and the Company intends to submit a pre-IND meeting request to FDA in the first half of 2024.

 SP-26

 In March 2023, the Company filed a provisional
patent application with the USPTO to use SP-26 for treatment of chronic pain, including fibromyalgia Fibromyalgia is a chronic condition
causing pain to the connective tissues through the body including muscles, ligaments, and tendons. Musculoskeletal pain is often accompanied
by sleep difficulties, fatigue, mood disorders, and problems with memory and concentration. Fibromyalgia affects about 4 million American
adults, or about 2% of the adult population.

 We intend to develop SP-26 following the Section
505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the FDCA was enacted to enable sponsors to seek NDA approval for novel
repurposed drugs without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1
safety studies. Proceeding under this regulatory pathway, we will be able to rely upon publicly available data with respect to our active
ingredient in our NDA submission to the FDA for marketing approval.

 SPC-14

 On October 1, 2021, the Company entered into a
sponsored research agreement with Columbia University ("Columbia") pursuant to which Columbia shall conduct two different
studies related to the use of SPC-14 for the treatment of Alzheimer's. See "Investigator-Sponsored Study Agreements between
the Company and Vendors---Sponsored Research Agreement with Columbia University for the Study of Ketamine in Combination with Other Drugs
for Treatment of Alzheimer's and Depression Disorders." for additional details. In addition, Company has been granted an option
to license certain assets currently under development, including SPC-14 for the treatment of Alzheimer's disease.

 SPC-14 is a novel drug combining two approved
therapeutics, so we intend to develop SPC-14 following the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of
the FDCA was enacted to enable sponsors to seek NDA approval for novel repurposed drugs without the need for such sponsors to undertake
time consuming and expensive pre-clinical safety studies and Phase 1 safety studies. Proceeding under this regulatory pathway, we will
be able to rely upon publicly available data with respect to our active ingredient in our NDA submission to the FDA for marketing approval.

 On October 13, 2022, the Company extended the
term of the sponsored research agreement with Columbia to conduct further research studies into the mechanism of action of SPC-14 in the
treatment of Alzheimer's disease. We expect the results from further preclinical studies in 2024.

 SPU-16

 On February 12, 2021, we entered into a Master
License Agreement (the "UMB License Agreement") with the University of Maryland, Baltimore ("UMB") pursuant to
which UMB granted us an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have
made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled "Central nervous system-homing
peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology,"
or SPU-16. See "License Agreements between the Company and Vendors--Vendor License Agreement with the University of Maryland, Baltimore
for CNS Homing Peptide" for additional details. On April 11, 2023 certain intellectual property under the UMB License Agreement
described above were issued a patent from the U.S. Patent & Trademark Office (USPTO) for "Peptide-Targeted Liposomal Delivery
For Treatment, Diagnosis, and Imaging of Diseases and Disorders" (US 11,766,403, B2).

 SPU-16 is a novel peptide homing specifically
to inflamed CNS areas. It may be used to diagnose neuroinflammation in patients, and targeted delivery of drugs into the spinal cord.
The initial indication is for multiple sclerosis (MS). The peptides have been tested in the EAE mouse model of human MS, where they show
homing specifically to inflamed CNS areas.

 Product Development Pipeline

 The following table summarizes our product development
pipeline.

 License Agreements between the Company and
Vendor

 Vendor License Agreement with the University
of Maryland, Baltimore for CNS Homing Peptide

 On February 12, 2021, we entered into a Master
License Agreement (the "UMB License Agreement") with the University of Maryland, Baltimore ("UMB") pursuant to
which UMB granted us an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have
made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled, "Central nervous system-homing
peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology"
(the "Invention") and UMB's confidential information to develop and perform certain licensed processes for the therapeutic
treatment of neuroinflammatory disease. The term of the License Agreement shall commence on the UMB Effective Date and shall continue
until the latest of (i) ten years from the date of First Commercial Sale (as defined in the Sublicense Agreement) of the Licensed Product
in such country and (ii) the date of expiration of the last to expire claim of the Patent Rights (as defined in the UMB License Agreement)
covering such Licensed Product in such country, or (iii) the expiration of data protection, new chemical entity, orphan drug exclusivity,
regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, unless terminated earlier pursuant to the terms
of the agreement. Pursuant to the UMB License Agreement, we agreed to pay UMB (i) a license fee of $75,000, (ii) certain event-based milestone
payments, (iii) royalty payments, depending on net revenues, (iv) minimum royalty payments, and (v) a tiered percentage of sublicense
income. The UMB License Agreement will remain in effect until the later of: (a) the last patent covered under the UMB License Agreement
expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally
enforceable market exclusivity, if applicable, or (c) ten years after the first commercial sale of a licensed product in that country,
unless earlier terminated in accordance with the provisions of the UMB License Agreement. The term of the UMB License Agreement shall
expire 15 years after the effective date in which (a) there were never any patent rights, (b) there was never any data protection, new
chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never
a first commercial sale of a licensed product.

 As described below, the Company has entered into
an investigator sponsored research agreement with UMB related to a clinical study to examine a novel peptide-guided drug delivery approach
for the treatment of Multiple Sclerosis.

 Commercial Evaluation License and Option Agreement
with UMB for Joint Homing Peptide

 Effective as of February 26, 2021, the Company,
through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore ("UMB"), entered into a commercial
evaluation license and option agreement ("License Agreement"), which granted the Company an exclusive, non-sublicensable,
non-transferable license to with respect to the exploration of the potential use of joint-homing peptides for use in the investigation
and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate and obtain an
exclusive, sublicensable, royalty-bearing license ("Exclusive Option") to with respect to the subject technology. The License
Agreement had a term of six months from the effective date. Both parties could have terminated the License Agreement within thirty days
by giving a written notice.

 On July 6, 2021, the Company entered into a First
Amendment Agreement ("Amended License Agreement") with UMB to extend the term of the original License Agreement by an additional
six months such that the Amended License Agreement was effective until February 25, 2022 however, if the Company exercises the Exclusive
Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution
of a master license agreement, whichever occurs first. The Company paid a license fee of $10,000 to UMB in March 2021 pursuant to the
License Agreement, which was expensed, since the Company could not conclude that such costs would be recoverable for this early-stage
venture.

 On January 28, 2022, the Company and University
of Maryland, Baltimore entered into a second amendment to the License Agreement dated February 26, 2021 ("Second Amendment").
The Second Amendment extended the term of the License Agreement until December 31, 2022. However, if the Company exercises the Exclusive
Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution
of a master license agreement, whichever occurs first.

 On June 22, 2022, the Company and UMB entered
into a third amendment to the License Agreement dated February 26, 2021 under which UMB agreed, to expand the scope of the license granted
in the CELA to add additional Patent Rights with respect to an invention generally known as "Peptide-Targeted Liposomal Delivery
for Treatment Diagnosis, and Imaging of Diseases and Disorders." On December 16, 2022, the Company and UMB entered into a fourth
amendment to License Agreement (the "Fourth Amendment") dated February 26, 2021 to extend the term of the License Agreement
until March 31, 2023. In addition, the parties agreed in the Fourth Amendment to allow the Company to extend the term of the License Agreement
to June 30, 2023 by paying UMB a fee of $1,000 on or before February 28, 2023. This fee was paid and thus the term of the License Agreement
was extended to June 30, 2023. We let this license expire by its terms on December 31, 2023.

 Joint Venture Agreement with Zyl Therapeutics,
Inc. for Z-pod Technology

 On April 22, 2021, the Company entered into a
Joint Venture Agreement with Zyl Therapeutics, Inc. ("ZTI") pursuant to which the parties agreed to form a joint venture
entity, to be named Ketamine Joint Venture, LLC, to, among other things, focus on the clinical development of ketamine using ZTI's
Z-pod technology. Pursuant to the Joint Venture Agreement, the Company shall act as the manager of the Joint Venture. The Venture
shall terminate if the development program does not meet certain specifications and milestones as set forth in the Joint Venture Agreement
within 30 days of the date set forth in the Joint Venture Agreement. Notwithstanding the foregoing, the Manager may, in its sole discretion,
terminate the Venture at any time.

 Pursuant to the terms of the Joint Venture
Agreement, (A) the Company shall contribute (1) $225,000 and (2) its expertise and the expertise of its science advisory board and
(B) ZTI shall contribute (1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the
know-how and trade secrets with respect to its Z-pod technology for the loading and release of ketamine, (3) ketamine to be used
for clinical purposes, (4) reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the Joint Venture
Agreement, 51% of the interest in the Joint Venture shall initially be owned by the Company and 49% of the interest in the Joint Venture
shall initially be owned by ZTI, subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing,
in no event shall either party own more than 60% of the interest in the Joint Venture. As of December 31, 2022 and as of the current date
of this Annual Report, the joint venture entity has not been formed yet.

 Furthermore, pursuant to the terms of the JV Agreement,
ZTI shall grant the Joint Venture a sublicense pursuant to its license agreement (the "License Agreement") with Albert Einstein
College of Medicine dated November 27, 2017, in the event that the Company or a third party makes a request indicating that the patented
technology (the "Patented Technology") licensed to ZTI pursuant to the License Agreement is needed to advance the development
of the Joint Venture or it is contemplated or determined that the Patented Technology will be sold. Furthermore, pursuant to the JV Agreement,
ZTI granted the Company an exclusive option to enter into a separate joint venture for the clinical development of psilocybin using ZTI's
Z-pod technology on the same terms and conditions set forth in the JV Agreement, which option shall expire 24 months after the
JV Effective Date. We do not intend to continue with Zylo and have entered into an agreement to develop a polymer implant for dosage and
time release of Ketamine for chronic pain and Fibromyalgia

 Exclusive License Agreement between Medspray
Pharma BV and the Company

 On November 15, 2023, we entered into an Exclusive
License Agreement (the "Medspray License Agreement") with Medspray Pharma BV ("Medspray") pursuant to which Medspray
granted us an exclusive, non-revocable, worldwide royalty bearing license for Medspray's proprietary patented soft mist nasal spray
technology for marketing, promotion, sale and distribution of the products licensed by Medspray to us under the Medspray License Agreement.
The Medspray License Agreement has an effective date of October 31, 2023 and expires on the earlier of (i) termination of the Medspray
License Agreement or expiry of all Medspray license rights in the United States, Germany, United Kingdom, Spain, Italy and France. In
consideration of the exclusive rights granted by Medspray to us, we agreed to pay Medspray a royalty on a quarterly basis equal to 5%
of net sales. The term of the agreement commences on the effective date and continues until the earlier of (i) expiration of the last
to expire of Medspray's patent rights or (ii) December 31, 2023 (the "Initial Term") at which time, the Medspray License
Agreement will automatically renew for a successive period of three (3) years, unless terminated by either party upon one year prior written
notice prior to the end of any term; provided, however, the Medspray may terminate the Medspray License Agreement immediately if fail
to have any licensed product under the Medspray License Agreement registered with the FDA or EMA by July 1, 2028 or has filed to reach
the point of first sale of any licensed product under the Medspray License Agreement by July 1, 2028.

 Investigator-Sponsored Study Agreements between
the Company and Vendors

 Sponsored Research Agreement with Columbia
University for the Study of Ketamine in Combination with Other Drugs for Treatment of Alzheimer's and Depression Disorders

 On October 1, 2021, the Company entered into a sponsored research agreement
with Columbia University ("Columbia") pursuant to which Columbia shall conduct two different studies related to all uses of
Ketamine or its metabolites in combination with Prucalopride, one of which is related to Alzheimer's and the other of which is related
to Depression, PTSD and Stress Projects. In addition, Company has been granted an option to license certain assets currently under development,
including Alzheimer's disease. The term of the option will commence on the effective date of this agreement and will expire upon
the earlier of (i) 90 days after the date of the Company's receipt of a final research report for each specific research proposal
as defined in the agreement or (ii) termination of the research. If the Company elects to exercise the option, both parties will commence
negotiation of a license agreement and will execute a license agreement no later than 3 months after the dated of the exercise of the
option. The Company exercised its option for an exclusive license agreement for SPC-15, a prophylactic treatment for stress-induced affective
disorders including anxiety and PTSD pursuant to which the Company will be granted an exclusive license to further develop, manufacture,
and commercialize SPC-15 worldwide. The Company expects to have the complete license agreement with Columbia completed in the first half
of 2024. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer's
disease to posttraumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082
to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four
and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of
the project. On October 13, 2022, the Company entered into an amendment of the sponsored research agreement pursuant to which the parties
agreed to extend the payment schedule until March 31, 2024. The Company paid the first payment of $430,825 in November 2021 and the second
payment of $430,825 in July 2022.

 Sponsored Research Agreement with University
of Maryland, Baltimore for the Study of Targeted liposomal drug delivery for rheumatoid arthritis

 On July 6, 2021, we entered into a sponsored research
agreement (the "July 2021 Sponsored Research Agreement") with UMB pursuant to which UMB shall evaluate the pharmacokinetics
of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement commenced
on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties
with a project timeline of twelve months. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days'
prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms
or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written
notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt
of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured
material breach by UMB, we shall relinquish any and all rights it may have in the Results (as defined in the July 2021 Sponsored Research
Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated early, we, among other things, will pay all
costs incurred and accrued by UMB as of the date of termination. Pursuant to the terms of the July 2021 Sponsored Research Agreement,
UMB granted us an option (the "Option") to negotiate and obtain an exclusive license to any UMB Arising IP (as defined in
the July 2021 Sponsored Research Agreement) and UMB's rights in any Joint Arising IP (as defined in the July 2021 Sponsored Research
Agreement) (collectively, the "UMB IP"). We may exercise the Option by giving UMB written notice within 60 days after it receives
notice from UMB of the UMB IP. We shall pay total fees of $276,285 as set forth in the July 2021 Sponsored Research Agreement. The Company
paid the first payment of $92,095 on September 1, 2021 and on August 31, 2022, the Company paid the second payment of $92,095.

 Sponsored Research Agreement with The Regents
of the University of California for the Effect of Psilocybin on Inflammation in the Blood

 On June 1, 2021, the Company entered into a sponsored
research agreement ("Sponsored Research Agreement") with The Regents of the University of California, on behalf of its San
Francisco Campus ("UCSF") pursuant to which UCSF shall conduct a study to examine psilocybin's effect on inflammatory
activity in humans to accelerate its implementation as a potential treatment for Parkinson's Disease, chronic pain, and bipolar
disorder. The purpose of this is to show what effect psilocybin has on inflammation in the blood. The Company believe that this study
will help support the UMB homing peptide study. Pursuant to the Agreement, we shall pay UCSF a total fee of $342,850 to conduct the research
over the two-year period. The Agreement shall be effective for a period of two years from the effective date, subject to renewal or earlier
termination as set forth in the Sponsored Research Agreement. During the years ended December 31, 2022 and 2021, pursuant to the Sponsored
Research Agreement, the Company paid to UCSF $181,710 and $100,570, respectively. We have notified UCSF we do not plan to continue this
study

 Investigator-Sponsored Study Agreement with
UMB for CNS Homing Peptide

 On January 5, 2021, we entered into an investigator-sponsored
study agreement with UMB. The research project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment
of Multiple Sclerosis ("MS"). More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can
effectively deliver dexamethasone to the central nervous system and (2) whether MS-1-displaying liposomes are superior to plain liposomes,
also known as free drug, in inhibiting the relapses and progression of Experimental Autoimmune Encephalomyelitis. Pursuant to the agreement,
the research commenced on March 1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent
of the parties. The total cost under the investigator-sponsored study agreement shall not exceed $81,474. which is payable in two
equal installments of $40,737 upon execution of the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated
project timeline of nine months. The Company paid $40,737 on January 13, 2021. This project was postponed until further notice and the
second payment is not due.

 Stock Repurchase Plan

 On January 26, 2023, the Company's Board
of Directors authorized a stock repurchase plan to repurchase up to $1,000,000 of our issued and outstanding common stock, from time to
time, with such program to be in place until December 31, 2023. On January 9, 2024, the Board of Directors of the Company approved an
extension of the previously announced stock repurchase program authorizing the purchase of up to $1 million of the Company's common
stock until March 31, 2024. Through December 31, 2023, the Company purchased 252,855 shares of common stock for a cost of $471,121, which
is reflected in treasury stock on the accompanying consolidated balance sheet.

 Short-Term Investments

 Our portfolio of short-term investments consists
of marketable debt securities which are comprised solely of that are all highly rated U.S. government securities with maturities of more
than three months, but less than one year. We classify these as available-for-sale at purchase date and will reevaluate such designation
at each period end date. We may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity
requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with
unrealized gains or losses included in accumulated other comprehensive gain and as a component of the consolidated statements of comprehensive
loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are
reported in other income (expense), net in the consolidated statements of operations.

 An impairment loss may be recognized when the
decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary
declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis
of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and
the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security,
such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required
to sell the security before recovery of its amortized cost basis.

 On December 31, 2023, short-term investments,
at fair value, amounted to $4,140,880.

 Equity Investments

 On December 31, 2023 and 2022, we had equity investments,
at fair value, of $0 and $3,118, respectively, which were comprised mainly of marketable common stock. Equity investments are carried
at fair value with unrealized gains or losses which are recorded as net unrealized gain (loss) on equity investments in the accompanying
consolidated statement of operations and comprehensive loss. Realized gains and losses are determined on a specific identification
basis which is recorded as net realized gain (loss) on equity investments in the consolidated statement of operations and comprehensive
loss. The Company reviews equity investments, at fair value for impairment whenever circumstances and situations change such that there
is an indication that the carrying amounts may not be recovered.

 Results of Operations

 Comparison of Our Results of Operations for the Years Ended December
31, 2023 and 2022

 The following table summarizes the results of
operations for the years ending December 31, 2023 and 2022 and were based primarily on the comparative audited financial statements, footnotes
and related information for the periods identified and should be read in conjunction with the consolidated financial statements and the
notes to those statements that are included elsewhere in this report.

 Years Ended

 2023

 2022

 Revenues

 $

 $

 Cost of revenues

 5,838

 5,838

 Gross profit

 66,264

 66,264

 Operating expenses

 3,921,856

 3,693,920

 Operating loss from continuing operations

 (3,855,592

)

 (3,627,656

)

 Other income (expense), net

 224,509

 (279,732

 Provision for income taxes

 -

 -

 Loss from discontinued operations, net of tax

 (69,600

)

 (1,163

)

 Net income (loss)

 $

 (3,700,683

)

 $

 (3,908,551

)

 Revenues

we generated minimal revenues from operations. For the year ended December 31, 2023 and 2022, revenues amounted to $72,102 and $72,102,
respectively. Such revenues are related to the Aikido License and Sublicense Agreement and are recognized over the term of the related
license agreement.

 Cost of Revenues

 During the year ended December 31, 2023 and 2022,
cost of revenues amounted to $5,838 and $5,838, respectively, and consisted of license fees related to the UMB License and Sublicense
Agreement, which are being amortized into cost of revenues over the terms of their respective agreement.

 Operating Expenses

 For the years ended December 31, 2023 and 2022,
total operating expenses consisted of the following:

 For the Years Ended

 2023

 2022

 Compensation expense

 $
 871,625

 $
 577,651

 Professional fees

 1,726,061

 1,496,687

 Research and development

 845,092

 1,286,434

 Insurance expense

 89,007

 125,889

 Bad debt recovery

 -

 (20,000
)

 Selling, general and administrative expenses

 390,071

 227,259

 Total

 $
 3,921,856

 $
 3,693,920

 Compensation Expense:

 For the years ended December 31, 2023 and 2022, compensation expense was $871,625 and $577,651, respectively, an increase of $293,974, or 50.9%. This increase resulted from, an increase in Board of Director fees of $25,000, an increase in payroll expense and related benefits of $265,863, and an increase in executive bonus pay of $100,000, offset by a decrease in stock-based compensation of $96,889.

 Professional Fees:

 For the years ended December 31, 2023 and 2022, professional fees were $1,726,061 and $1,496,687 and, respectively, an increase of $229,374, or 15.3%. The increase was primarily attributable to an increase in other consulting fees of $187,818, an increase in stock-based consulting fees of $45,033 related to the amortization of prepaid expense on previously issued shares to consultants for business advisory and strategic planning services, and an increase in legal fees of $274,220, offset by a decrease in investor relations fees of $262,936, and a decrease in accounting and auditing fees of $14,761. During the year ended December 31, 2023, we reimbursed Columbia University $255,163 related to patent related legal fees incurred by them on our behalf.

 Research and Development:

 For the year ended December 31, 2023 and 2022, we incurred research and development expense of $845,092 and $1,286,434, respectively, a decrease of $441,342, or 34.1%. The decrease was a result of a decrease in research and development costs in connection with the Investigator-sponsored Study Agreement with UCSF, UMB, Columbia University, and other parties.

 Insurance Expense:

 For the year ended December 31, 2023 and 2022, insurance expense was $89,007 and $125,889, respectively, a decrease of $36,882, or 29.3%. This decrease was a result of decrease in the cost of renewal of the D&O insurance policy.

 Bad Debt Expense (Recovery):

 For the year ended December 31, 2023 and 2022, we recorded bad debt recovery of $0 and $20,000. In 2022, we recorded bad debt recovery from the collection of a previously written off note receivable deemed uncollectible.

 Selling, General and Administrative Expenses:

 Selling, general and administrative expenses include advertising and promotion, patent related expenses, public company expenses, custodian fees, bank service charges, travel, and other office expenses.

 For the year ended December 31, 2023 and 2022, selling, general and administrative expenses were $390,071 and $227,259, respectively, an increase of $162,812, or 71.6%. The increase was primarily attributed to an increase in Delaware franchise taxes of $208,264 resulting from a reverse split in our outstanding shares, without a change in our authorized shares, offset by a net decrease in other general and administrative expenses of $45,452.

 Operating Loss from Continuing Operations

 For the years ended December 31, 2023 and 2022,
loss from continuing operations amounted to $3,855,592 and $3,627,656, respectively, an increase of $227,936, or 6.3%. The increase
was primarily a result of the changes in operating expenses discussed above.

 Other Income (Expenses), net

 For the year ended December 31, 2023 and 2022,
other income (expense), net amounted to $224,509 and $(279,732), respectively, a positive change of $504,241, or 180.3%. The positive
change in other income (expenses), net was primarily due to an increase in interest and dividend income of $325,893, a decrease in net
realized and unrealized loss on equity investment of $432,785, offset by an increase in interest expense of $2,670, an increase in penalty
expense of $166,034 which was incurred due to the early termination of a certificate of deposit, and a decrease in other income recorded
during the 2022 period from equity shares earned for lock up agreement of $85,733.

 Loss from Discontinued Operations

 For the year ended December 31, 2023 and 2022,
loss from discontinued operations amounted to $69,600 and $1,163, respectively, an increase of $68,437. As of December 31, 2023, we recognized
an allowance for loss on the NFID. LLC note receivable and accrued interest receivable in an amount equal to the estimated probable losses,
and accordingly, we recorded bad debt expense of $69,600.

 Net Loss

 For the year ended December 31, 2023, net loss
amounted to $3,700,683 or $1.20 per common share (basic and diluted), as compared to net loss of $3,908,551, or $1.71 per common share
(basic and diluted) for the year ended December 31, 2022, a decrease of $207,868, or 5.3%. The change was primarily a result of the changes
discussed above.

 Liquidity and Capital Resources

 Liquidity is the ability of an enterprise to generate
adequate amounts of cash to meet its needs for cash requirements. We had working capital of $6,905,568, $4,140,880 in short-term investments,
and $3,524,308 in cash and cash equivalents as of December 31, 2023, and working capital of $11,135,738 and $11,367,034 in cash and cash
equivalents as of December 31, 2022, respectively.

 2023

 2022

 Working
 Capital
 Change

 Percentage
 Change

 Working capital:

 Total current assets

 $
 7,681,158

 $
 11,572,056

 $
 (3,890,898
)

 (34
)%

 Total current liabilities

 (775,590
)

 (436,318
)

 (339,272
)

 (78
)%

 Working capital:

 $
 6,905,568

 $
 11,135,738

 $
 (4,230,170
)

 (38
)%

 The decrease in working capital of $4,230,170 was primarily attributable
to a decrease in current assets of $3,890,898 primarily due to a decrease in cash of $7.8 million, an increase in short-term investments
of $4,180,880, a decrease in prepaid expenses and other current assets of $119,924, and a decrease in note receivable of $69,600, and
an increase in current liabilities of $339,272.

 Cash Flows

 A summary of cash flow activities is summarized as follows:

 Year Ended

 2023

 2022

 Net cash used in operating activities

 $
 (3,224,498
)

 $
 (3,497,622
)

 Net cash (used in) provided by investing activities

 (4,147,107
)

 86,707

 Net cash (used in) provided by financing activities

 (471,121
)

 4,940,948

 Net (decrease) increase in cash

 $
 (7,842,726
)

 $
 1,530,033

 Net Cash Used in Operating Activities

 Net cash used in operating activities for the
years ended December 31, 2023 and 2022 were $3,224,498 and $3,497,622, respectively, a decrease of $273,124, or 8%.

 Net
cash used in operating activities for the year ended December 31, 2023 primarily reflected a net loss of $3,700,6837, adjusted for the
add-back of non-cash items such as net unrealized loss on equity investments of $3,118, bad debt expense of $69,600, stock-based
compensation of $14,125, and amortization of prepaid stock-based professional fees of $90,067, and changes in operating asset and liabilities
primarily consisting of a decrease in prepaid expenses and other current assets of $35,695, an increase of interest receivable of $3,590,
an increase in accounts payable and accrued expenses of $339,272, and a decrease in deferred revenue of $72,102.

 Net
cash used in operating activities for the year ended December 31, 2022 primarily reflected a net loss of $3,908,551, adjusted for the
add-back of non-cash items such net realized loss on equity investments of $104,700, net unrealized loss on equity investments of $331,203,
bad debt recovery of $20,000, stock-based compensation of $156,047, and equity shares earned for lock up agreement of $85,733, and changes
in operating asset and liabilities primarily consisting of a decrease in prepaid expenses and other current assets of $55,335, an increase
of interest receivable of $4,800, a decrease in accounts payable and accrued expenses of $53,721 and a decrease in deferred revenue of
$72,102.

 Net Cash (Used in) Provided by Investing Activities

 Net cash (used in) provided by investing activities
for the years ended December 31, 2023 and 2022 were $(4,147,107) and $86,707, respectively, a change of $4,233,814, or 4,883%.

 Net
cash used in investing activities for the year ended December 31, 2023 was $4,147,107 which consisted of aggregate payments for the purchase
of short-term investments of $4,147,107.

 Net
cash provided by investing activities for the year ended December 31, 2022 was $86,707 which consisted of aggregate proceeds from sale
of equity investments in Aikido of $66,707 and proceeds from collection of previously written off notes receivable of $20,000.

 Net Cash (Used in) Provided by Financing Activities

 Net cash (used in) provided by financing activities
for the years ended December 31, 2023 and 2022 were $(471,121) and $4,940,948, respectively, a change of $5,412,069, or 110%.

 Net
cash used in financing activities for the year ended December 31, 2032 was $471,121, which consisted of the purchase of treasury stock.

 Net
cash provided by financing activities for the year ended December 31, 2022 was $4,940,948, which consisted of net proceeds from the sale
of common stock of $4,940,948.

 Cash Requirements

 We believe that our current cash and cash equivalent
amount and short-term investment amount will provide sufficient cash required to meet our obligations for a minimum of twelve months from
the date of this filing.

 Other than cash requirements pursuant to research
and development agreements, we currently have no other material commitments for any capital expenditures.

 Liquidity

 As reflected in the accompanying consolidated
financial statements, we generated a net loss of $3,700,683 and used cash in operations of $3,224,498 during the year ended December 31,
2023. Additionally, we have an accumulated deficit of $10,871,811 on December 31, 2023. As of December 31, 2023, we had working capital
of $6,905,568.

 The positive working capital serves to mitigate
the conditions that historically raised substantial doubt about our ability to continue as a going concern. We believe that the Company
has sufficient cash to meet its obligations for a minimum of twelve months from the date of this filing.

 Risks and Uncertainties

 In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy is not determinable as of the date of these condensed consolidated financial statements, and the specific impact on
the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial
statements.

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 Management continues to evaluate the impact of
the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company's financial position and results of its operations, the specific impact is not readily determinable as of the date
of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance Sheet Arrangements

 None.

 Critical Accounting Estimates

 Stock-Based Compensation

 Stock-based compensation is accounted for based
on the requirements of ASC 718 – "Compensation – Stock Compensation", which requires recognition in the financial
statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the
period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting
period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award
based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting
Standards Update ("ASU") 2016-09 Improvements to Employee Share-Based Payment.

 Research and Development

 In accordance with ASC 730-10, "Research
and Development-Overall," research and development costs are expensed when incurred.

 ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 As a smaller reporting
company, we are not required to provide the information required by this item.

 ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

 The financial statements
and the reports of our independent registered public accounting firm required pursuant to this Item are included in Item 15 of this report
and are presented beginning on page F-1.

 ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of
Disclosure Controls and Procedures

 We maintain "disclosure
controls and procedures," as that term is defined in Rule 13a-15(e) and 15d-15(e), promulgated by the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial
officer, evaluated our company's disclosure controls and procedures as of the end of the period covered by this annual report on
Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31,
2023, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due
to material weaknesses, which we identified, in our report on internal control over financial reporting.

 Management's
Report on Internal Control Over Financial Reporting

 Our management,
including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our
principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting
as of December 31, 2023. Our management's evaluation of our internal control over financial reporting was based on the 2013 framework
in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, our management concluded that as of December 31, 2023, our internal control over financial reporting was not effective.

 The ineffectiveness
of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control
over financial reporting:

 We lack segregation of
 duties within accounting functions duties as a result of our limited financial resources to support hiring of personnel.

 We have not implemented
 adequate system and manual controls.

 A material weakness
is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely
basis.

 Limitations
on Effectiveness of Controls

 Our principal executive
officer and principal financial officer does not expect that our disclosure controls or our internal control over financial reporting
will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 This annual report
does not include an attestation report by our independent registered public accounting firm regarding internal control over financial
reporting. As a smaller reporting company, our management's report was not subject to attestation by our registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual
report.

 Because of its
inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial
statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Changes in Internal
Control Over Financial Reporting

 There were no changes
in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM 9B.
OTHER INFORMATION.

 During our last
fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted, modified or terminated a "Rule 10b5-1
trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation

 ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE

sets forth the names, positions and ages of our directors and executive officers as of the date of this report.

 All directors shall
serve until the next 2024 annual meeting of stockholders.

 Name

 Age

 Position

 Chairman, Chief Executive Officer, President, and Director

 Chief Financial Officer

 Jeff Pavell

 The business background
and certain other information about our directors and executive officers is set forth below.

 Eric Weisblum is
the founder and Chief Executive Officer of Silo Pharma Inc. Prior to Silo Pharma Mr. Weisblum was a private investor, board member, and
advisor to several companies. Mr. Weisblum has experience in both licensing therapeutic assets and assisting in their development. As
a result, Mr. Weisblum brings with him nearly 20 years of experience in structuring and trading financial instruments. Mr. Weisblum was
a registered representative with Domestic Securities, a New Jersey-based broker-dealer. While with Domestic Securities, Mr. Weisblum
held the Series 7 - General Securities Representative, the Series 63 – Uniform Securities Agent State Law Examination, and the
Series 55 – Registered Equity Trader securities registrations. From 1993 to 2002, Mr. Weisblum originated, structured, traded,
and placed structured financing transactions at M.H. Meyerson & Co. Inc., a publicly-traded registered investment bank. He holds
a B.A. from the University of Hartford's Barney School of Business.

 Mr. Ryweck has
served as Chief Financial Officer of the Company since September 27, 2022. Since January 2020, Mr. Ryweck has served as Controller at
Mill City Ventures III Ltd. (NASDAQ: MCVT), a non-bank lender and specialty finance company. From. June 2014 to December 2019, he served
as Chief Compliance Officer of Mill City Ventures III Ltd. Mr. Ryweck holds a Bachelor of Science degree in Accounting from the Carlson
School of Management at the University of Minnesota.

has served as a director of the Company since January 2020. Mr. Linsley has over 40 years of experience in business management. Since
April 2020, Mr. Linsley has served as a member of the board of directors of Hoth Therapeutics, Inc. (NASDAQ: HOTH), a clinical-stage
biopharmaceutical company. Since August 2021, Mr. Linsley has served as a member of the board of directors of DatChat, Inc. (NASDAQ:
DATS), a communication software company. From 2014 to September 2021, Mr. Linsley served as the Vice President of Operations at CFO Oncall,
Inc., a company that provides financial reporting and controller services on an outsourced basis and previously, from 2012 to 2014, Mr.
Linsley worked at CFO Oncall, Inc. as an independent contractor. Mr. Linsley holds a Bachelor of Science degree in Business Administration
from Siena College. We believe that Mr. Linsley is qualified to serve as a member of our board of directors because of his experience
as a director of public companies and background in financial reporting.

has served as a director of the Company since October 2020. Since December 2021, Dr. Mu oz has taught Biomedical Science and Medical
Intervention at Passaic County Technical Institute. Since June 2008, Dr. Mu oz has served as the Director of Operations and Medical
Assistant at The Physical Medicine and Rehabilitation Center, P.A., a diagnostic and treatment facility that specializes in treating
sports, spine, orthopedic and neuromuscular conditions. Dr. Mu oz holds a Doctor of Medicine degree from Xavier University School
of Medicine and a Bachelor of Science degree in Kinesiology from the University of Michigan. We believe that Dr. Mu oz is qualified
to serve as a member of our board of directors because of his medical background and experience in business operations.

 Dr. Jeff Pavell
– Director

 Dr. Pavell has
served as our director since September 27, 2022. Dr. Pavell has over 20 years of medical experience. Since January 2021, Dr. Pavell has
served as a director of FoxWayne Enterprises Acquisition Corp. (NASDAQ: FOXW), a blank check company incorporated for the purpose of
effecting a business combination. Since October 1999, Dr. Pavell has served as an Attending Physician at the Physical Medicine and Rehabilitation
Center, P.A., a diagnostic and treatment facility that specializes in treating sports, spine, orthopedic and neuromuscular conditions.
Since January 2000, Dr. Pavell has served as the Chief of Rehabilitation Medicine at Englewood Hospital and Medical Center. Since April
2002, Dr. Pavell has served as the Associate Director of Pain Medicine at the Center for Advanced Surgery in Paramus, New Jersey. Since
April 2002, Dr. Pavell has been an Instructor in Clinical Rehabilitation at Columbia University's College of Physicians & Surgeons.
Dr. Pavell holds a Doctor of Medicine degree from the New York College of Osteopathic Medicine and a Bachelor of Art degree in Political
Science from John Hopkins University. We believe that Dr. Pavell is qualified to serve as a member of our board of directors due to his
medical background and experience practicing in the healthcare industry.

 Family
Relationships

 There are no family
relationships among any of our executive officers or directors.

 Arrangements
between Officers and Directors

 Except as set forth
herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant
to which the officer or director was selected to serve as an officer or director.

 Involvement
in Certain Legal Proceedings

 We are not aware
of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,
insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under
Item 401(f) of Regulation S-K.

 Committees
of Our Board of Directors

 Our board of directors
directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board
of directors and its standing committees. We have a standing audit committee and compensation committee. In addition, from time to time,
special committees may be established under the direction of the board of directors when necessary to address specific issues.

 Our board of directors
has determined that all members of the audit committee and the compensation committee are independent as defined under the applicable
rules of The Nasdaq Capital Market, including, in the case of all the members of our audit committee, the independence requirements contemplated
by Rule 10A-3 under the Exchange Act. In making such determination, the board of directors considered the relationships that each director
has with our Company and all other facts and circumstances that the board of directors deemed relevant in determining director independence,
including the beneficial ownership of our capital stock by each director.

 Audit Committee

 Our audit committee
is responsible for, among other things:

 approving and retaining
 the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements;

 reviewing the proposed
 scope and results of the audit;

 reviewing and pre-approval
 of audit and non-audit fees and services;

 reviewing accounting and
 financial controls with the independent registered public accounting firm and our financial and accounting staff;

 reviewing and approving
 transactions between us and our directors, officers and affiliates;

 establishing procedures
 for complaints received by us regarding accounting matters;

 overseeing internal audit
 functions, if any; and

 preparing the report of
 the audit committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.

 Our audit committee
consists of Wayne D. Linsley, Jeff Pavel and Dr. Kevin Mu oz, with Mr. Linsley serving as chair. Each member of our audit
committee meets the financial literacy requirements of the Nasdaq rules. In addition, our board of directors has determined that Mr.
Linsley qualifies as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation S-K.

Committee

 Our compensation
committee is responsible for, among other things:

 reviewing and recommending
 the compensation arrangements for management, including the compensation for our president and chief executive officer;

 establishing and reviewing
 general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve
 our financial goals;

 administering our stock
 incentive plans; and

 preparing the report of
 the compensation committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting
 proxy statement.

 Our compensation
committee consists of Wayne D. Linsley, Jeff Pavell and Dr. Kevin Mu oz, with Mr. Linsley serving as chair.

 Nominating
and Corporate Governance Committee

 Our
nominating and corporate governance committee, among other things, will be responsible for:

 reviewing and
 assessing the development of the executive officers and considering and making recommendations to the Board

 regarding promotion
 and succession issues;

 evaluating and reporting
 to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

 working with
 the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including

 diversity considerations,
 for the full Board and each committee;

 annually presenting to
 the Board a list of individuals recommended to be nominated for election to the Board;

 reviewing, evaluating,
 and recommending changes to the Company's Corporate Governance Principles and Committee Charters;

 recommending to the Board
 individuals to be elected to fill vacancies and newly created directorships;

 overseeing the Company's
 compliance program, including the Code of Conduct; and

 overseeing
 and evaluating how the Company's corporate governance and legal and regulatory compliance policies and practices, including
 leadership, structure, and succession planning, may affect the Company's major risk exposures.

 Our
nominating and corporate governance committee consists of Wayne Linsley, Kevin Munoz and Jeff Pavell, with Mr. Linsley serving as chair.

Committee Interlocks and Insider Participation

 None
of the Company's executive officers serves, or in the past has served, as a member of the board of directors or compensation committee,
or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the
Company's board of directors or its compensation committee. None of the members of the Company's compensation committee is,
or has ever been, an officer or employee of the company.

 Scientific Advisory
Board

 We have formed
a scientific advisory board that is intended to help advise management regarding potential acquisition and development of products. The
members of such board are as follows: Dr. Josh Woolley MD/Ph. D.; and Dr. Charles Nemeroff.

 Dr. Josh Woolley
MD/Ph. D. is an Associate Professor in the Department of Psychiatry and Behavioral Sciences at the University of California, San Francisco
("UCSF"). He is also a licensed psychiatrist on staff at the San Francisco Veterans Affairs Medical Center. He received both
his MD and his Ph. D. in Neuroscience from UCSF and completed his psychiatry residency training at UCSF. Dr. Woolley is the director and
founder of the Bonding and Attunement in Neuropsychiatric Disorders ("BAND") Laboratory. The mission of the BAND Lab is to
understand why people with mental illnesses, including schizophrenia, posttraumatic stress disorder, mood disorders, and substance use
disorders, have trouble with social connection, and to develop and test novel treatments for these deficits. His laboratory is actively
investigating psilocybin therapy for multiple disorders including major depressive disorder, bipolar depression, chronic pain, and mood
symptoms associated with Parkinson's Disease.

 Dr. Charles Nemeroff
is chair and professor with the Department of Psychiatry and Behavioral Sciences. He also directs the Institute for Early Life Adversity
Research within the Department of Psychiatry and Behavioral Sciences as part of the Mulva Clinic for the Neurosciences. Prior to joining
Dell Med, Dr. Nemeroff was chair of the Department of Psychiatry and Behavioral Sciences and clinical director of the Center on Aging
at the University of Miami Miller School of Medicine in Miami, Florida. He received his medical degree and doctorate degrees in neurobiology
from the University of North Carolina ("UNC") School of Medicine. After psychiatry residency training at UNC and Duke University,
he held faculty positions at Duke University Medical Center and at Emory University School of Medicine before relocating to the University
of Miami in 2009. He has served as president of the American College of Psychiatrists and the American College of Neuropsychopharmacology
and sits on the Scientific Advisory Board of the Brain and Behavior Research Foundation. He is President-elect of the Anxiety and Depression
Association of America and a member of the National Academy of Medicine.

 Delinquent Section 16(a) Reports

 Section 16(a) of
the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity
securities.

 To our knowledge,
based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2023, we believe that our
directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the
fiscal year ended December 31, 2023.

 Code of Ethics

 We have adopted
a Code of Business Ethics that applies to all of our directors, officers and employees. A copy of the Code of Business Ethics is incorporated
by reference as an exhibit. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that
apply to our directors, principal executive and financial officers will be posted on our website at www.silopharma.com or
will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or
waiver.

 Changes in Nominating
Procedures

 None.

 Board Diversity

 Board Diversity Matrix (As of March 25, 2024)

 Total Number of Directors

 Part I: Gender Identity

 Female

 Male

 Non-Binary

 Did Not

Disclose

Gender

 Directors

 Part II: Demographic Background

 African American or Black

 Alaskan Native or Native America

 Asian

 Hispanic or Latinx

 Native Hawaiian or Pacific Islander

 White

 Two or More Races or Ethnicities

 LGBTQ+

 Did Not Disclose Demographic Background

 ITEM 11.
EXECUTIVE COMPENSATION

provides certain information regarding compensation awarded to, earned by or paid to persons serving as our principal executive officer
and our principal financial officer during the year ended December 31, 2023 and 2022 (each a "named executive officer").

 Summary Compensation
Table

 Name
 and
 Principal
 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards
 ($)

 Option

 Awards
 ($)

 Non-Equity

 Incentive
 Plan
 ($)

 Non-

 Qualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Eric
 Weisblum,
 Chief Executive

 2023

 350,151
 (3)

 200,000

 —

 —

 —

 —

 18,858
 (5)

 569,009

 Officer

 2022

 222,500
 (1)

 100,000
 (2)

 —

 —

 —

 —

 9,750
 (5)

 332,250

 Daniel Ryweck,

 2023

 59,923
 (4)

 —

 —

 —

 —

 —

 2,769
 (5)

 62,692

 Chief
 Financial Officer (since September 28, 2022)

 2022

 15,000
 (4)

 —

 —

 —

 —

 —

 —

 15,000

 (1)
 On
 October 12, 2022, the Company entered into an employment agreement with Eric Weisblum (the
 "Weisblum Employment Agreement") pursuant to which Mr. Weisblum's (i) base
 salary will be $350,000 per year, (ii) Mr. Weisblum will be paid a one-time signing bonus
 of $100,000, and (iii) Mr. Weisblum shall be entitled to receive an annual bonus of up to
 $350,000, subject to the sole discretion of the Compensation Committee of the Board of Directors
 of the Company. On January 18, 2021, the Company and Mr. Weisblum entered into
 the first amendment (the "Amendment") to the Employment Agreement, effective
 as of January 1, 2021. Pursuant to the Amendment Mr. Weisblum's base salary was increased
 from $120,000 per year to $180,000 per year and all the terms and provisions of the Employment
 Agreement shall remain in full force and effect.

 (2)

 Pursuant to the Weisblum Employment Agreement entered into between
 the Company and Mr. Weisblum on October 12, 2022, Mr. Weisblum received a signing bonus of $100,000.

 (3)

 On January 18, 2021, the Company and Mr. Weisblum entered into the
 first amendment (the "Amendment") to the Employment Agreement, effective as of January 1, 2021. Pursuant to the Amendment
 Mr. Weisblum's base salary was increased from $120,000 per year to $180,000 per year and all the terms and provisions of the
 Employment Agreement shall remain in full force and effect. On October 12, 2022, we entered into a new employment agreement with
 Mr. Weisblum pursuant to which Mr. Weisblum's base salary will be $350,000 per year.

 (4)

 On September 28, 2022, the Company entered into an Employment Agreement
 with Mr. Ryweck under which it agreed to pay a base salary of $42,000 per year. On October 12, 2022, the Company entered into an
 amendment to this employment agreement under which it increased his base salary to $60,000 per year.

 (6)

 During 2023 and 2022, the Company contributed funds for each executive to the Company's 401(k)
 plan.

 Narrative
Disclosure to Summary Compensation Table

 Except as otherwise
described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to
any named executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination
of employment with the Company, or our subsidiaries, any change in control, or a change in the person's responsibilities following
a change in control of the Company.

 Employment Agreements

 On October 12,
2022, the Company entered into an employment agreement with Eric Weisblum (the "Weisblum Employment Agreement") pursuant
to which Mr. Weisblum's (i) base salary will be $350,000 per year, (ii) Mr. Weisblum will be paid a one-time signing bonus of $100,000,
and (iii) Mr. Weisblum shall be entitled to receive an annual bonus of up to $350,000, subject to the sole discretion of the Compensation
Committee of the Board of Directors of the Company (the "Compensation Committee"), and upon the achievement of additional
criteria established by the Compensation Committee from time to time (the "Annual Bonus"). In addition, pursuant to the Weisblum
Employment Agreement, upon termination of Mr. Weisblum's employment for death or Total Disability (as defined in the Weisblum Employment
Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits
accrued to him under any Benefit Plans (as defined in the Weisblum Employment Agreement) outstanding at such time and the reimbursement
of documented, unreimbursed expenses incurred prior to such termination date (collectively, the "Weisblum Payments"), Mr.
Weisblum shall also be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Weisblum elects
continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Weisblum Employment Agreement), then for
a period of 24 months following Mr. Weisblum's termination he will be obligated to pay only the portion of the full COBRA Rights
cost of the coverage equal to an active employee's share of premiums (if any) for coverage for the respective plan year; and (iii)
payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Weisblum was
a participant as of the date of his termination (together with the Weisblum Payments, the "Weisblum Severance"). Furthermore,
pursuant to the Weisblum Employment Agreement, upon Mr. Weisblum's termination (i) at his option (A) upon 90 days prior written
notice to the Company or (B) for Good Reason (as defined in the Weisblum Employment Agreement), (ii) termination by the Company without
Cause (as defined in the Weisblum Employment Agreement) or (iii) termination of Mr. Weisblum's employment within 40 days of the
consummation of a Change in Control Transaction (as defined in the Weisblum Employment Agreement), Mr. Weisblum shall receive the Weisblum
Severance; provided, however, Mr. Weisblum shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity
grants issued to Mr. Weisblum shall immediately vest upon termination of Mr. Weisblum's employment by him for Good Reason or by
the Company at its option upon 90 days prior written notice to Mr. Weisblum, without Cause.

 On September 28,
2022, the Company entered into an employment agreement (the "Ryweck Employment Agreement") with Daniel Ryweck. Pursuant to
the terms of the Employment Agreement, Mr. Ryweck will (i) receive a base salary at an annual rate of $42,000 (the "Base Compensation")
payable in equal monthly installments, and (ii) be eligible to receive an annual discretionary bonus. The term of Mr. Ryweck's
engagement under the Employment Agreement commences on the Effective Date (as defined in the Employment Agreement) and continues until
September 28, 2023, unless earlier terminated in accordance with the terms of the Employment Agreement. The term of Mr. Ryweck's
Employment Agreement is automatically renewed for successive one-year periods until terminated by Mr. Ryweck or the Company.

 On October 12,
2022, the Company entered into an amendment (the "Ryweck Amendment") to the employment agreement by and between the Company
and Daniel Ryweck dated September 27, 2022, pursuant to which Mr. Ryweck's base salary will increase to $60,000 per year.

 Potential Payment Upon Termination

 If Mr. Weisblum
dies or has a total disability, resigns, is terminated for good reason (as defined in the agreement), without cause (as defined in the
agreement) or within 40 days of a change of control (as defined in the agreement, then he is entitled to 24 months' severance.

sets forth quantitative information with respect to potential payments to be made to Mr. Weisblum upon termination in various circumstances.
The potential payments are based on the terms of Mr. Weisblum's employment agreement discussed above. For a more detailed description
of Mr. Weisblum's employment agreement, see the "Employment Agreements" section above:

 Name

 Potential

 Payment Upon

 Termination

 $
 700,000
 (1)

 (1)
 Mr.
 Weisblum is entitled to 24 months' severance at the applicable base salary rate. Mr.
 Weisblum's current base salary is $350,000 per annum.

 Outstanding Equity Awards at Fiscal
Year-End Table

provides information regarding option and restricted stock unit awards held by each of our named executive officers that were outstanding
as of December 31, 2023. There were no stock awards or other equity awards outstanding as of December 31, 2023.

 Stock
 Awards

 Name

 of

 Securities

 Underlying

 Unexercised

 Options (#)

 (Exercisable)

 of

 Securities

 Underlying

 Unexercised

 Options (#)

 (Unexercisable)

 Equity

 Incentive

 Plan

 Awards:

 Number of

 Securities

 Underlying

 Unexercised

 Unearned

 Options (#)

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 of

 Shares or

 Units of

 Stock That

 Have Not

 Vested

 (#)

 Market

 Value of

 Shares or

 Units of

 Stock That

 Have Not

 Vested (#)

 Equity

 Incentive

 Plan Awards:

 Number of

 Unearned

 Shares,

Units

 or Other

 Rights that

 Have Not

 Vested

 (#)

 Equity

 Incentive

 Plan Awards:

 Market or

 Payout

Value of

Unearned

 Shares, Units

 or Other

 Rights that

 Have Not

 Vested

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Eric Weisblum,

 2,000

 (1)

 —

 —

 $

 0.005

 04/15/2024

 —

 —

 —

 —

 Chief
 Executive Officer

 2,000

 2,000

 (2)

 (3)

 —

 —

 —

 —

 $

 $

 0.005

 0.005

 07/15/2024

 10/15/2024

 —

 —

 —

 —

 —

 —

 —

 —

 (1)

 The options were fully
 vested on the date of grants (4/15/19)

 (2)

 The options were granted
 on April 15, 2019 and vested 100% on July 15, 2019.

 (3)

 The options were fully
 vested on the date of grant (10/15/19).

 Amended and
Restated 2020 Omnibus Equity Incentive Plan

 The following is
a summary of the material features of the Amended and Restated 2020 Omnibus Equity Incentive Plan (the "Amended and Restated 2020
Plan"). This summary is qualified in its entirety by the full text of the Amended and Restated 2020 Plan, a copy of which was filed
as an Appendix to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on October 23, 2023.

 Types of Awards.
The Amended and Restated 2020 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation
rights ("SARs"), restricted stock, restricted stock units ("RSUs"), and other stock-based awards. Items described
above in the Section called "Shares Available; Certain Limitations" are incorporated herein by reference.

 Administration.
The Amended and Restated 2020 Plan will be administered by the Board, or if the Board does not administer the Amended and Restated 2020
Plan, any committee of the Board or any other committee or subcommittee of the Board that complies with the applicable requirements of
Section 16 of the Exchange Act, as amended from time to time, and any other applicable legal or stock exchange listing requirements (each
of the Board, or such committee or such subcommittee, the "plan administrator"). The plan administrator may interpret the
Amended and Restated 2020 Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for
the administration of the Amended and Restated 2020 Plan.

 The Amended and
Restated 2020 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and
conditions of those awards, including, but not limited to, the exercise price or other purchase price of an award, the number of shares
of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award,
and to amend the terms and conditions of outstanding awards.

 Restricted Stock
and Restricted Stock Units. Restricted stock and RSUs may be granted under the Amended and Restated 2020 Plan. The plan administrator
will determine the purchase price, vesting schedule and performance goals, if any, and any other conditions that apply to a grant of
restricted stock and RSUs. If the restrictions, performance goals or other conditions determined by the plan administrator are not satisfied,
the restricted stock and RSUs will be forfeited. Subject to the provisions of the Amended and Restated 2020 Plan and the applicable award
agreement, the plan administrator has the sole discretion to provide for the lapse of restrictions in installments.

 Unless the applicable
award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a shareholder; provided
that dividends will only be paid if and when the underlying restricted stock vests. RSUs will not be entitled to dividends prior to vesting,
but may be entitled to receive dividend equivalents if the award agreement provides for them. The rights of participants granted restricted
stock or RSUs upon the termination of employment or service to us will be set forth in the award agreement.

 Options.
Incentive stock options and non-statutory stock options may be granted under the Amended and Restated 2020 Plan. An "incentive
stock option" means an option intended to qualify for tax treatment applicable to incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended ("Code"). A "non-statutory stock option" is an option that is not
subject to statutory requirements and limitations required for certain tax advantages that are allowed under specific provisions of the
Code. A non-statutory stock option under the Amended and Restated 2020 Plan is referred to for federal income tax purposes as a "non-qualified"
stock option. Each option granted under the Amended and Restated 2020 Plan will be designated as a non-qualified stock option or an incentive
stock option. At the discretion of the plan administrator, incentive stock options may be granted only to our employees, employees of
our "parent corporation" (as such term is defined in Section 424I of the Code) or employees of our subsidiaries.

 The exercise period
of an option may not exceed ten years from the date of grant and the exercise price may not be less than 100% of the fair market value
of a share of common stock on the date the option is granted (110% of fair market value in the case of incentive stock options granted
to 10% stockholders). The exercise price for shares of common stock subject to an option may be paid in cash, or as determined by the
plan administrator in its sole discretion, (i) through any cashless exercise procedure approved by the plan administrator (including
the withholding of shares of common stock otherwise issuable upon exercise), (ii) by tendering unrestricted shares of common stock owned
by the participant, (iii) with any other form of consideration approved by the plan administrator and permitted by applicable law or
(iv) by any combination of these methods. The option holder will have no rights to dividends or distributions or other rights of a shareholder
with respect to the shares of the Company's common stock subject to an option until the option holder has given written notice
of exercise and paid the exercise price and applicable withholding taxes.

 In the event of
a participant's termination of employment or service, the participant may exercise his or her option (to the extent vested as of
such date of termination) for such period of time as specified in his or her option agreement.

 Stock Appreciation
Rights.

 SARs may be granted
either alone (a "Free-Standing SAR") or in conjunction with all or part of any option granted under the Amended and Restated
2020 Plan (a "Related Right"). A Free-Standing SAR will entitle its holder to receive, at the time of exercise, an amount
per share up to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the Free-Standing
SAR (which shall be no less than 100% of the fair market value of the related shares of common stock on the date of grant) multiplied
by the number of shares in respect of which the SAR is being exercised. A Related Right will entitle its holder to receive, at the time
of exercise of the SAR and surrender of the applicable portion of the related option, an amount per share up to the excess of the fair
market value (at the date of exercise) of a share of common stock over the exercise price of the related option multiplied by the number
of shares in respect of which the SAR is being exercised. The exercise period of a Free-Standing SAR may not exceed ten years from the
date of grant. The exercise period of a Related Right will also expire upon the expiration of its related option.

 The holder of a
SAR will have no rights to dividends or any other rights of a shareholder with respect to the shares of the Company's common stock
subject to the SAR until the holder has given written notice of exercise and paid the exercise price and applicable withholding taxes.

 In the event of
a participant's termination of employment or service, the holder of a SAR may exercise his or her SAR (to the extent vested as
of such date of termination) for such period of time as specified in his or her SAR agreement.

 Other Stock-Based
Awards. The plan administrator may grant other stock-based awards under the Amended and Restated 2020 Plan, valued in whole or in
part by reference to, or otherwise based on, shares of common stock. The plan administrator will determine the terms and conditions of
these awards, including the number of shares of common stock to be granted pursuant to each award, the manner in which the award will
be settled, and the conditions to the vesting and payment of the award (including the achievement of performance goals). The rights of
participants granted other stock-based awards upon the termination of employment or service to us will be set forth in the applicable
award agreement. In the event that a bonus is granted in the form of shares of common stock, the shares of common stock constituting
such bonus shall, as determined by the plan administrator, be evidenced in uncertificated form or by a book entry record or a certificate
issued in the name of the participant to whom such grant was made and delivered to such participant as soon as practicable after the
date on which such bonus is payable. Any dividend or dividend equivalent award issued under the Amended and Restated 2020 Plan shall
be subject to the same restrictions, conditions and risks of forfeiture that apply to the underlying award.

 Equitable Adjustment
and Treatment of Outstanding Awards Upon a Change in Control

 Equitable Adjustments.
In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special
or extraordinary dividend or other extraordinary distribution (whether in the form of common shares, cash or other property), combination,
exchange of shares, or other change in corporate structure affecting our common stock, an equitable substitution or proportionate adjustment
shall be made in (i) the aggregate number and kind of securities reserved for issuance under the Amended and Restated 2020 Plan, (ii)
the kind and number of securities subject to, and the exercise price of, any outstanding options and SARs granted under the Amended and
Restated 2020 Plan, (iii) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property,
subject to outstanding restricted stock, RSUs and other stock-based awards granted under the Amended and Restated 2020 Plan and (iv)
the terms and conditions of any outstanding awards (including any applicable performance targets). Equitable substitutions or adjustments
other than those listed above may also be made as determined by the plan administrator. In addition, the plan administrator may terminate
all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of
the fair market value of the shares of common stock, cash or other property covered by such awards over the aggregate exercise price,
if any, of such awards, but if the exercise price of any outstanding award is equal to or greater than the fair market value of the shares
of common stock, cash or other property covered by such award, the plan administrator may cancel the award without the payment of any
consideration to the participant. With respect to awards subject to foreign laws, adjustments will be made in compliance with applicable
requirements. Except to the extent determined by the plan administrator, adjustments to incentive stock options will be made only to
the extent not constituting a "modification" within the meaning of Section 424(h)(3) of the Code.

 Change in Control.
The Amended and Restated 2020 Plan provides that, unless otherwise determined by the plan administrator and evidenced in an award agreement,
employment, services or other agreement, if a "change in control" (as defined below) occurs and a participant is employed
by, or otherwise providing services to the Company or any of its affiliates immediately prior to the consummation of the change in control,
then the plan administrator, in its sole and absolute discretion, may (i) provide that any unvested or unexercisable portion of an award
carrying a right to exercise will become fully vested and exercisable; and (ii) cause the restrictions, deferral limitations, payment
conditions and forfeiture conditions applicable to any award granted under the Amended and Restated 2020 Plan to lapse, and the awards
will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved at
target performance levels. The plan administrator shall have discretion in connection with such change in control to provide that all
outstanding and unexercised options and SARs shall expire upon the consummation of such change in control.

 For purposes of
the Amended and Restated 2020 Plan, a "change in control" means, in summary, the occurrence of any of the following events:
(i) a person or entity becomes the beneficial owner of more than 50% of our voting power; (ii) an unapproved change in the majority membership
of our Board; (iii) a merger or consolidation of us or any of our subsidiaries, other than (A) a merger or consolidation that results
in our voting securities continuing to represent 50% or more of the combined voting power of the surviving entity or its parent and our
Board immediately prior to the merger or consolidation continuing to represent at least a majority of the Board of the surviving entity
or its parent or (B) a merger or consolidation effected to implement a recapitalization in which no person is or becomes the beneficial
owner of our voting securities representing more than 50% of our combined voting power; or (iv) shareholder approval of a plan of our
complete liquidation or dissolution or the consummation of an agreement for the sale or disposition of substantially all of our assets,
other than (A) a sale or disposition to an entity, more than 50% of the combined voting power of which is owned by our stockholders in
substantially the same proportions as their ownership of us immediately prior to such sale or (B) a sale or disposition to an entity
controlled by our Board. However, a change in control will not be deemed to have occurred as a result of any transaction or series of
integrated transactions following which our stockholders, immediately prior thereto, hold immediately afterward the same proportionate
equity interests in the entity that owns all or substantially all of our assets.

 Tax Withholding

 Each participant
will be required to make arrangements satisfactory to the plan administrator regarding payment of up to the maximum statutory tax rates
in the participant's applicable jurisdiction with respect to any award granted under the Amended and Restated 2020 Plan, as determined
by us. We have the right, to the extent permitted by applicable law, to deduct any such taxes from any payment of any kind otherwise
due to the participant. With the approval of the plan administrator, the participant may satisfy the foregoing requirement by either
electing to have us withhold from delivery of shares of common stock, cash or other property, as applicable, or by delivering already
owned unrestricted shares of common stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied
to the tax obligations. We may also use any other method of obtaining the necessary payment or proceeds, as permitted by applicable law,
to satisfy our withholding obligation with respect to any award.

 Amendment and
Termination of the Amended and Restated 2020 Plan

 The Amended and
Restated 2020 Plan provides our Board with authority to amend, alter or terminate the Amended and Restated 2020 Plan, but no such action
may impair the rights of any participant with respect to outstanding awards without the participant's consent. The plan administrator
may amend an award, prospectively or retroactively, but no such amendment may materially impair the rights of any participant without
the participant's consent. Shareholder approval of any such action will be obtained if required to comply with applicable law.
The Amended and Restated 2020 Plan will terminate on the tenth anniversary of the Effective Date (although awards granted before that
time will remain outstanding in accordance with their terms).

 Clawback

 If the Company
is required to prepare a financial restatement due to the Company's material non-compliance with any financial reporting requirement
under the securities law, then the plan administrator may require any Section 10D-1(d) of the Exchange Act "executive officer"
to repay or forfeit to us that part of the cash or equity incentive compensation received by that Section 10D-1(d) executive officer
during the preceding three completed fiscal years that the plan administrator determines was in excess of the amount that such Section
10D-1(d) executive officer would have received had such cash or equity incentive compensation been calculated based on the restated amounts
reported in the restated financial statement. The plan administrator may take into account any factors it deems reasonable in determining
whether to seek recoupment of previously paid cash or equity incentive compensation and how much of such compensation to recoup from
each Section 10D-1(d) executive officer (which shall be made irrespective of any fault, misconduct or responsibility of each Section
10D-1(d) executive officer). The amount and form of the incentive compensation to be recouped shall be determined by the plan administrator
in its sole and absolute discretion and calculated on a pre-tax basis.

 Disclosure of Equity Awards Based
on Material Nonpublic Information: None

 Pay Versus Performance Disclosure

 In accordance with
the SEC's disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined "Compensation
Actually Paid," or CAP of our NEOs for each of the fiscal years ended December 31, 2023 and 2022, and our financial performance.
Also required by the SEC, this section compares CAP to various measures used to gauge performance at TLSS for each such fiscal year.

 Pay versus
Performance Table - Compensation Definitions

 Salary, Bonus,
Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table,
or SCT values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of "Stock
Awards," with the table below describing the differences in how these awards are valued for purposes of SCT total and CAP:

 Pay Versus Performance Table

 Year (1)

 Summary

 Table Total

 for PEO

 Actually Paid

 to PEO (2)

 Summary

 Table Total for

 Non-PEO

 NEOs

 Actually Paid

 to Non-PEO

 NEOs (2)

 Value
 of

 Initial Fixed

 $100

 Investment

 Based On

 Total

 Shareholder

 Return

 Net
 Income (Loss)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (h)

 2023

 $

 569,009

 $

 569,009

 $

 62,692

 $

 62,692

 6.79

 $

 (3,700,683

)

 2022

 $

 332,250

 $

 332,250

 $

 15,000

 $

 15,000

 15.83

 $

 (3,908,551

)

 2021

 $

 345,000

 $

 345,000

 $

 $

 33.57

 $

 3,903,741

 (1)

 The PEO (CEO) in the 2023,
 2022 and 2021 reporting year is Eric Weisblum. The non-PEO NEOs in the 2023 and 2022 reporting year is Dan Ryweck.

 (2)

 The CAP was calculated
 beginning with the PEO's SCT total. No amounts were deducted from or added to the applicable SCT total compensation. Since
 all equity awards were fully vested prior to 2021, no reconciliation to with respect to equity awards for summary compensation numbers
 was required.

 Non-Employee
Director Compensation

presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation
for such service during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below,
we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee
members of our board of directors in 2022.

 Director Compensation

 Name

 Fees
 earned or

 paid in
 cash ($)

 Stock
 awards ($)

 Option
 awards ($)

 Non-equity
 incentive

 plan
 compensation ($)

 Nonqualified
 deferred

 compensation
 earnings ($)

 All other
 compensation
 ($)

 Total

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Wayne Linsley

 $
 45,000

 —

 $
 -

 —

 —

 -

 $
 45,000

 $

 —

 $
 -

 —

 —

 -

 $

 Jeff Pavel (3)

 $

 -

 -

 -

 -

 $

 Director Compensation
Program

 Our current director
compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing
a program comprised of cash and equity compensation.

 In setting director
compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level
and experience required by our board of directors. We also consider board compensation practices at similarly situated companies, while
keeping in mind the compensation philosophy of us and the stockholders' interests. The directors also receive reimbursement for
expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other
special board-related expenses.

 ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

sets forth certain information regarding beneficial ownership of shares of our common stock as of March 23, 2023 by (i) each person known
to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers
and (iv) all of our directors and named executive officers as a group.

 The percentage
ownership information is based on 2,843,634 issued outstanding (315,462 shares held in treasury as of March 23, 2024). Information with
respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership
of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the
rules attribute beneficial ownership of securities as of a particular date to persons who hold convertible preferred stock, options or
warrants to purchase shares of common stock and that are exercisable within 60 days of such date. These shares are deemed to be outstanding
and beneficially owned by the person holding those convertible preferred stock, options or warrants for the purpose of computing the
percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of
any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect
to all shares beneficially owned, subject to community property laws, where applicable.

 Except as otherwise
noted below, the address for each person or entity listed in the table is c/o Silo Pharma, Inc., 677 N. Washington Boulevard Sarasota,
FL 34236.

 Name and Address of Beneficial Owner

 of

 shares

 beneficially

 owned

 Percentage
 of

 shares

 beneficially

 owned

 Directors and Named Executive Officers:

 175,924
 (1)

 6.17
 %

 3,425
 (2)

 *

 Kevin Munoz

 3,425
 (2)

 *

 5,000

 *

 Jeff Pavell

 -

 -

 All executive officers and directors as a group (5
 persons)

 187,774

 6.56
 %

 *
 Represents
 beneficial ownership of less than 1% of the outstanding shares of our common stock.

 (1)

 Includes 6,000 shares of
 common stock issuable upon exercise of presently exercisable options.

 (2)

 Includes options to purchase 3,425 shares of common
 stock, all of which are presently exercisable.

 SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS

 The following table shows information
regarding our equity compensation plans as of December 31, 2023.

 Plan Category

 of
 securities
 to be
 issued upon
 exercise of
 outstanding
 options,
 warrants
 and
 rights (a)

 average
 exercise
 price of
 outstanding
 options,
 warrants
 and
 rights (b)

 of
 securities
 remaining
 available for
 future
 issuance
 under
 equity
 compensation
 plans
 (excluding

 securities
 reflected
 in
 column (c)

 Equity compensation plans approved by security holders (1)

 22,850

 $
 9.19

 447,150

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 22,850

 $
 9.19

 447,150

 (1)
 Amended
 and Restated 2020 Omnibus Equity Incentive Plan. On January 18, 2021, the board of directors
 of the Company approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan (the "2020
 Plan") to incentivize employees, officers, directors and consultants of the Company
 and its affiliates. The number of shares of common stock that are reserved and available
 for issuance under the 2020 Plan shall be equal to 170,000 shares provided that with respect
 to exempt awards as defined in the 2020 Plan, shall not count against such share limit. The
 2020 Plan provides for the grant, from time to time, at the discretion of the Board or a
 committee thereof, of cash, stock options, including incentive stock options and nonqualified
 stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation
 units and other stock or cash-based awards. The Plan shall terminate on the tenth anniversary
 of the date of adoption by the Board of Directors. Subject to certain restrictions, the Board
 of Directors may amend or terminate the Plan at any time and for any reason. An amendment
 of the Plan shall be subject to the approval of the Company's stockholders only to
 the extent required by applicable laws, rules or regulations. On March 10, 2021, the stockholders
 of the Company approved the Plan. On September
 15, 2023, our Board of Directors adopted the Silo Pharma, Inc. Amended and Restated
 2020 Omnibus Equity Incentive Plan, which was approved by the Company's stockholders
 on December, 2023. The Amended and Restated 2020 Omnibus Equity Incentive Plan (i) increases
 the number of shares of common stock that may be issued under such Plan by 300,000 shares
 and (ii) includes clawback provisions to comply with recent developments of applicable law.

 ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Except as set forth
below, there were no transactions during our fiscal years ended December 31, 2023 and 2022 to which we were a party, including transactions
in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for
the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of
more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or
indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are
described elsewhere in this registration statement. We are not otherwise a party to a current related party transaction, and no transaction
is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets
at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material
interest.

 Director Independence

 Our board of directors
has determined that a majority of the board consists of members who are currently "independent" as that term is defined under
Nasdaq Listing Rule 5605(a)(2). The Board considers Wayne D. Linsley, Jeff Pavell and Dr. Kevin Mu oz to be "independent."

 The board of directors
as a whole carries out the function of a nominating and corporate governance committee.

 Except as may be
provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend
nominees to the board of directors.

 ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES

shows the fees for services provided by Salberg & Company, P.A. for the years ended December 31, 2023 and 2022.

 2023

 2022

 Audit Fees

 $
 64,000

 $
 57,100

 Audit Related Fees

 –

 24,800

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Total

 $
 64,000

 $
 81,900

 Audit Fees: Audit
fees consist of fees billed for professional services performed by Salberg & Company, P.A. for the audit of our annual consolidated
financial statements, and the review of interim consolidated financial statements.

 Audit-Related
Fees: Audit-related fees may consist of fees billed by our independent registered public accounting firm for audit-related consulting
services related to registration statements. There were no such fees incurred by the Company in the fiscal year ended December 31, 2023
and 2022.

 Tax Fees: Tax
fees may consist of fees for professional services, including tax compliance. There were no such fees incurred by the Company in the
fiscal years ended December 31, 2023 and 2022.

 All Other Fees:
 There were no such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022.

 Pre-Approval
Policies and Procedures

 In accordance with
Sarbanes-Oxley, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided
by our independent registered public accounting firm, including the review and approval in advance of our independent registered public
accounting firm's annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate
the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated,
such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved
by such delegated members. In the fiscal years ended December 31, 2023 and 2022 all of the services performed by our independent registered
public accounting firm were pre-approved by the audit committee.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES

 (a)

 1.

 Financial Statements

 The financial statements
 and Report of Independent Registered Public Accounting Firm are listed in the "Index to Financial Statements and Schedules"
 on page F-1 and included on pages F-2 thereon.

 2.

 Financial Statement Schedules

 All schedules for which
 provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the "Commission")
 are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures
 are contained in the financial statements included herein.

 3.

 Exhibits (including those
 incorporated by reference).

 Exhibits

 Description

 2.1

 Plan of Conversion dated December 19, 2023, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 20, 2023 and incorporated herein by reference

 3.1

 Articles of Incorporation of Silo Pharma, Inc., a Nevada corporation, filed as an Exhibit 3.3 to the Company's Current Report on Form 8-K, filed with the Commission on December 20, 2023 and incorporated herein by reference.

 3.2

 Bylaws of Silo Pharma, Inc., a Nevada corporation, filed as an Exhibit 3.4 to the Company's Current Report on Form 8-K, filed with the Commission on December 20, 2023 and incorporated herein by reference.

 3.3

 Articles of Conversion filed with the Nevada Secretary of State on December 19, 2023, filed as an Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 20, 2023 and incorporated herein by reference.

 3.4

 Certificate of Conversion filed with the Delaware Secretary of State on December 19, 2023, filed as an Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on December 20, 2023 and incorporated herein by reference.

 4.1*

 Description of the Registrant's Securities.

 10.1

 Stock Purchase Agreement dated April 24, 2013 between Point Capital, Inc. and Alpha Capital Anstalt, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on April 30, 2013 and incorporated herein by reference.

 10.2

 Corrected Asset Purchase Agreement with Blind Faith Concepts Holdings, Inc. dated September 28, 2018, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 20, 2018 and incorporated herein by reference.

 10.3

 Form of Return to Treasury Agreement, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 20, 2018 and incorporated herein by reference.

 10.4

 Form of Securities Purchase Agreement, dated October 2019, between Uppercut Brands, Inc., and Investors, filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on March 20, 2020 and incorporated herein by reference.

 10.5

 Form of convertible note agreement with Investors dated October 2019, filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on March 20, 2020 and incorporated herein by reference.

 10.6

 Form of Warrant, dated October 2019, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2019 and incorporated herein by reference.

 10.7

 Form of Securities Purchase Agreement for the purchase of Series B preferred shares, dated November 2019, between Uppercut Brands, Inc., and Investors, filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on March 20, 2020 and incorporated herein by reference.

 10.8

 Form of Warrant related to Series B preferred shares, dated November 2019, between Uppercut Brands, Inc., and Investors, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 20, 2020 and incorporated herein by reference.

 10.9

 Form of registration rights agreement related to Series B preferred shares, dated November 2019, between Uppercut Brands, Inc., and Investors, filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on March 20, 2020 and incorporated herein by reference.

 10.10

 Form of Exchange Agreement for Convertible Notes, dated as of April 15, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.11

 Form of Exchange Agreement for Series B Preferred Stock, dated as of April 15, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.12

 Form of Subscription Agreement, dated as of April 17, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.13

 Form of Consulting Agreement, dated as of April 17, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.14

 Form of Advisory Agreement, dated as of April 17, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.15+

 Employment Agreement by and between the Company and Eric Weisblum, dated as of April 17, 2020, filed as an exhibit to the Current Report on Form 8-K/A, filed with the Commission on April 22, 2020 and incorporated herein by reference.

 10.16

 Form of Securities Purchase Agreement, dated as of April 28, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on April 28, 2020 and incorporated herein by reference.

 10.17

 Form of Registration Rights Agreement, dated as of April 28, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on April 28, 2020 and incorporated herein by reference.

 10.18

 Form of Lock-Up Agreement, dated as of April 28, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on April 28, 2020 and incorporated herein by reference.

 10.19

 Patent License Agreement by and among the Company and Silo Pharma, Inc., a Florida corporation and their affiliates and subsidiaries and AIkido Pharma Inc., filed as an exhibit to the Current Report on Form 8-K filed with the Commission on January 11, 2021 and incorporated herein by reference.

 10.20

 Sponsored Research Agreement by and between the Company and the University of Maryland, Baltimore, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on January 11, 2021 and incorporated herein by reference.

 10.21+

 Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on January 28, 2021 and incorporated herein by reference.

 10.22+

 First Amendment to Employment Agreement, dated January 18, 2021, by and between the Company and Eric Weisblum, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on January 28, 2021 and incorporated herein by reference.

 10.23

 Form of Securities Purchase Agreement, dated as of February 9, 2021, between Silo Pharma, Inc. and the signatories thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 10, 2021)

 10.24

 Form of Warrant (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 10, 2021)

 10.25

 Form of Registration Rights Agreement, dated as of February 9, 2021, between Silo Pharma, Inc. and the signatories thereto (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 10, 2021)

 10.26

 Form of Lock-Up Agreement, dated as of February 9, 2021 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on February 10, 2021)

 10.27

 Form of Placement Agent Warrant (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K/A filed on February 12, 2021)

 10.28#

 Master License Agreement, dated February 12, 2021, by and between the Company and the University of Maryland, Baltimore (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 16, 2021)

 10.29#

 Letter of Intent, dated February 12, 2021, by and between the Company and Aikido Pharma, Inc. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 16, 2021)

 10.30

 Patent License Agreement by and among the Company and Silo Pharma, Inc., a Florida corporation and their affiliates and subsidiaries and Aikido Pharma Inc. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2021).

 10.31

 Sponsored Research Agreement by and between the Company and the University of Maryland, Baltimore (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2021).

 10.32

 Underwriting Agreement by and between the Company and Laidlaw & Company (UK) Ltd., as representative of the several underwriters named therein, dated September 26, 2022. (Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on September 30, 2022.)

 10.33

 Representative's Warrant, dated as of September 29, 2022. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 30, 2022.)

 10.34

 Ryweck Employment Agreement, dated September 28, 2022. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 30, 2022.)

 10.35

 Form of First Amendment to Sponsored Research Agreement by and between the Company and Columbia University. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report om Form 8-K filed with the SEC on October 18, 2022).

 10.36

 Employment Agreement by and between the Company and Eric Weisblum, dated October 12, 2022. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2022).

 10.37

 First Amendment to Employment Agreement by and between the Company and Daniel Ryweck, dated October 12, 2022. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2022).

 10.38

 Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan, filed as Appendix A to the Company Definitive Proxy Statement on Schedule 14A filed with the SEC on October 23, 2023 and incorporated herein by reference.

 21.1*

 Subsidiaries

 23.1*

 Consent on Independent Registered Accounting Firm

 31.1*

 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Silo Pharma, Inc. Clawback Policy

 101.INS

 101.SCH

 101.CAL

 Document.

 101.DEF

 Document.

 101.LAB

 101.PRE

 Document.

 Cover Page Interactive Data File (formatted as Inline

 *

 Filed herewith.

 +

 Indicates a management contract or any compensatory plan, contract or arrangement.

 #

 Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

 ITEM 16. FORM
10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 SILO PHARMA, INC.

 Date: March 25, 2024

 By:

 /s/ Eric
 Weisblum

 Chairman, Chief Executive Officer\

 (Principal Executive Officer\)

 Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/ Eric
 Weisblum

 Chairman, Chief Executive Officer,

 President, and Director (Principal Executive Officer)

 /s/ Daniel
 Ryweck

 Chief Financial Officer,

 (Principal Accounting and Financial Officer)

 /s/ Wayne
 D. Linsley

 /s/ Dr.
 Kevin Mu oz

 /s/ Jeff
 Pavell

 Jeff Pavell

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (Firm ID No. 106)

 Consolidated Financial Statements:

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and the Board of Directors
of:

 Silo Pharma, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of SILO Pharma, Inc. (the "Company") as of December 31, 2023, and 2022, the related consolidated statements
of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2023, and
the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023,
and 2022, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31,
2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters are matters arising
from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved
our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
Salberg & Company, P.A.

 SALBERG & COMPANY, P.A.

 We have served as the Company's auditor
since 2019.

 Boca Raton, Florida

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 3,524,308

 $
 11,367,034

 Short-term investments

 4,140,880

 -

 Equity investments

 -

 3,118

 Prepaid expenses and other current assets

 15,970

 135,894

 Note receivable, including interest receivable of $ 9,600 and $ 6,010 at December 31, 2023 and 2022, respectively

 -

 66,010

 Total Current Assets

 7,681,158

 11,572,056

 Prepaid expenses and other assets - non-current

 64,983

 70,821

 Total Assets

 $
 7,746,141

 $
 11,642,877

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 703,488

 $
 364,216

 Deferred revenue - current portion

 Total Current Liabilities

 775,590

 436,318

 LONG TERM LIABILITIES:

 Deferred revenue - long-term portion

 793,680

 865,782

 Total Long Term Liabilities

 793,680

 865,782

 Total Liabilities

 1,569,270

 1,302,100

 Commitment and Contingencies (see Note 8)

 STOCKHOLDERS' EQUITY:

 Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized: none designated as of December 31, 2023 Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 3,159,096 and 3,158,797 shares issued and 2,906,241 and 3,158,797 shares outstanding at December 31, 2023 and 2022, respectively

 Additional paid-in capital

 17,525,714

 17,511,589

 Treasury stock, at cost ( 252,855 and 0 shares on December 31, 2023 and
2022, respectively)

)

 -

 Accumulated other comprehensive loss

)

 -

 Accumulated deficit

 ( 10,871,811
)

 ( 7,171,128
)

 Total Stockholders' Equity

 6,176,871

 10,340,777

 Total Liabilities and Stockholders' Equity

 $
 7,746,141

 $
 11,642,877

 See accompanying notes to consolidated financial
statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS

 For the Year Ended

 2023

 2022

 LICENSE FEE REVENUE

 $

 $

 COST OF REVENUES

 5,838

 5,838

 GROSS PROFIT

 66,264

 66,264

 OPERATING EXPENSES:

 Compensation expense

 871,625

 577,651

 Professional fees

 1,726,061

 1,496,687

 Research and development

 845,092

 1,286,434

 Insurance expense

 89,007

 125,889

 Bad debt recovery

 -

 ( 20,000
)

 Selling, general and administrative expenses

 390,071

 227,259

 Total operating expenses

 3,921,856

 3,693,920

 LOSS FROM CONTINUING OPERATIONS

 ( 3,855,592
)

 ( 3,627,656
)

 OTHER INCOME (EXPENSE):

 Interest and dividend income, net

 398,530

 72,637

 Other income from equity shares earned for lock up agreement

 -

 85,733

 Interest expense

 ( 4,869
)

 ( 2,199
)

 Net realized loss on equity investments

 -

 ( 104,700
)

 Penalty from early termination of CD

 ( 166,034
)

 -

 Net unrealized loss on equity investments

 ( 3,118
)

 ( 331,203
)

 Total other income (expense)

 224,509

 ( 279,732
)

 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES

 ( 3,631,083
)

 ( 3,907,388
)

 Provision for income taxes

 -

 -

 LOSS FROM CONTINUING OPERATIONS

 ( 3,631,083
)

 ( 3,907,388
)

 DISCONTINUED OPERATIONS:

 Loss from discontinued operations, net of tax

)

 ( 1,163
)

 LOSS FROM DISCONTINUED OPERATIONS

)

 ( 1,163
)

 NET LOSS

 $
)

 $
)

 COMPREHENSIVE LOSS:

 Net loss

 $
)

 $
)

 Other comprehensive loss:

 Unrealized loss on short-term investments

)

 -

 Comprehensive loss

 $
 ( 3,706,910
)

 $
)

 NET LOSS PER COMMON SHARE:

 Continuing operations - basic and diluted

 $
 ( 1.18
)

 $
 ( 1.71
)

 Discontinued operations - basic and diluted

 $
 ( 0.02
)

 $
 ( 0.00
)

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 Basic and diluted

 3,079,874

 2,284,240

 See accompanying notes to consolidated
financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY

 FOR THE YEARS ENDED DECEMBER 31, 2023
AND 2022

 Series C

 Additional

 Accumulated
 Other

 Total

 Preferred Stock

 Common Stock

 Paid In

 Treasury Stock

 Comprehensive

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Shares

 Amount

 Gain

 Deficit

 Equity

 Balance, December 31, 2021

 $
 -

 1,972,739

 $

 $
 12,324,646

 -

 $
 -

 $
 -

 $
 ( 3,262,577
)

 $
 9,062,266

 Sales of common stock

 -

 -

 1,150,000

 4,940,833

 -

 -

 -

 -

 4,940,948

 Accretion of stock options expense to stock based compensation

 -

 -

 -

 -

 111,014

 -

 -

 -

 -

 111,014

 Common shares issued for professional fees

 -

 -

 20,000

 135,098

 -

 -

 -

 -

 135,100

 Common stock issued for conversion of Series C preferred stock

 ( 227
)

 -

 15,167

 ( 2
)

 -

 -

 -

 -

 -

 Rounding of share due to reverse stock split

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 -

 -

 3,158,797

 17,511,589

 -

 -

 -

 ( 7,171,128
)

 10,340,777

 Accretion of stock options expense to stock based compensation

 -

 -

 -

 -

 14,125

 -

 -

 -

 -

 14,125

 Purchase of treasury stock

 -

 -

 -

 -

 -

 252,855

)

 -

 -

)

 Accumulated other comprehensive loss - short-term investments

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Rounding of shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 -

 $
 -

 3,159,096

 $

 $
 17,525,714

 252,855

 $
)

 $
)

 $
 ( 10,871,811
)

 $
 6,176,871

 See accompanying notes to consolidated
financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Year Ended

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Bad debt expense - discontinued operations

 69,600

 -

 Bad debt recovery

 -

 ( 20,000
)

 Stock-based compensation and professional fees

 14,125

 156,047

 Amortization of prepaid stock-based professional fees

 90,067

 -

 Net realized loss on equity investments

 -

 104,700

 Net unrealized loss on equity investments

 3,118

 331,203

 Equity shares earned for lock up agreement

 -

 ( 85,733
)

 Change in operating assets and liabilities:

 Prepaid expenses and other current assets

 35,695

 55,335

 Interest receivable

 ( 3,590
)

 ( 4,800
)

 Accounts payable and accrued expenses

 339,272

 ( 53,721
)

 Insurance payable

 -

 -

 Deferred revenue

 ( 72,102
)

 ( 72,102
)

 NET CASH USED IN OPERATING ACTIVITIES

 ( 3,224,498
)

 ( 3,497,622
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of short-term investments

 ( 4,147,107
)

 66,707

 Collection on note receivable

 -

 20,000

 NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

 ( 4,147,107
)

 86,707

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Net proceeds from sale of common stock

 -

 4,940,948

 Purchase of treasury stock

)

 -

 NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

)

 4,940,948

 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS:

 ( 7,842,726
)

 1,530,033

 CASH AND CASH EQUIVALENTS - beginning of the year

 11,367,034

 9,837,001

 CASH AND CASH EQUIVALENTS - end of the year

 $
 3,524,308

 $
 11,367,034

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the period for:

 Interest

 $
 4,869

 $
 2,199

 Income taxes

 $
 -

 $
 25,159

 Non-cash investing and financing activities:

 Change in accumulated other comprehensive loss

 $
 6,227

 $
 -

 Common stock issued for future services

 $
 -

 $
 135,100

 See accompanying notes to consolidated
financial statements.

 F- 6

 N OTE 1 – ORGANIZATION AND BUSINESS

 Silo Pharma, Inc. (the "Company")
was incorporated in the State of New York on July 13, 2010, under the name Gold Swap, Inc. On January 24, 2013, the Company changed its
state of incorporation from New York to Delaware. On December 19, 2023, the Company changed its state of incorporation from the State
of Delaware to the State of Nevada.

 The Company is a developmental stage biopharmaceutical
company focused on merging traditional therapeutics with psychedelic research. The Company seeks to acquire and/or develop intellectual
property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs,
such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological
disorders. The Company is focused on merging traditional therapeutics with psychedelic research for people suffering from indications
such as depression, post-traumatic stress disorder ("PTSD"), Alzheimer's, Parkinson's, and other rare neurological
disorders. The Company's mission is to identify assets to license and fund the research which the Company believes will be transformative
to the well-being of patients and the health care industry. The Company was previously engaged in the development of a streetwear
apparel brand, NFID (see below).

 On May 21, 2019, the Company filed an amendment
to its Certificate of Incorporation with the State of Delaware to change its name from Point Capital, Inc. to Uppercut Brands, Inc. Thereafter,
on September 24, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name
from Uppercut Brands, Inc. to Silo Pharma, Inc.

 On April 8, 2020, the Company incorporated a new
wholly-owned subsidiary, Silo Pharma Inc., in the State of Florida. The Company has also secured the domain name www.silopharma.com.
The Company had been exploring opportunities to expand the Company's business by seeking to acquire and/or develop intellectual
property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs,
such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological
disorders. In July 2020, through the Company's newly formed subsidiary, the Company entered into a commercial evaluation license
and option agreement with University of Maryland, Baltimore ("UMB") (see Note 8) pursuant to which, among other things, UMB
granted the Company an exclusive, option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license to certain technology.
The option was extended and exercised on January 13, 2021. On February 12, 2021, the Company entered into a Master License Agreement with
UMB (see Note 8). The Company plans to actively pursue the acquisition and/or development of intellectual property or technology rights
to treat rare diseases, and to ultimately expand the Company's business to focus on this new line of business.

 On September 30, 2021, the Company entered into
and closed on an Asset Purchase Agreement (the "Asset Purchase Agreement) with NFID, LLC, a Florida limited liability company (the
"Buyer"), whereby the Buyer purchased from the Company certain assets, properties, and rights in connection with the Company's
NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $ 60,000 in the form of a promissory note
amounting to $ 60,000. The promissory note bore 8 % interest per annum and matured on October 1, 2023. On November 8, 2023 and effective
on October 1, 2023, the Company and the Buyer entered into a First Amendment Promissory Note which increased the interest rate to 9 % per
annum and extended the maturity date to December 30, 2023 for no consideration. Accordingly, the results of operations of this component,
for all periods presented, are separately reported as "discontinued operations" on the accompanying consolidated statements
of operations and comprehensive loss (see Note 4). On December 30, 2023, the buyer defaulted on the promissory note (See Note 4).

 On September 14, 2022, the Company filed a Certificate
of Amendment to the Amended and Restated Articles of Incorporation (the "Certificate of Amendment") with the Secretary of
State of the State of Delaware to effect a 1-for-50 reverse stock split (the "Reverse Stock Split") with respect to the outstanding
shares of the Company's common stock. The Certificate of Amendment became effective on September 14, 2022. The Reverse Stock Split
was previously approved by the sole director and the majority of stockholders of the Company. The Reverse Stock Split was deemed effective
at the open of business on September 15, 2022. All share and per share data in the consolidated financial statements have been retroactively
adjusted to reflect the effect of the reverse stock split.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation and Principles of Consolidation

 The accompanying consolidated financial statements
have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP"), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the
"SEC") for financial information. The Company's consolidated financial statements include financial statements for Silo
Pharma, Inc. and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions
and balances have been eliminated in consolidation.

 F- 7

 In accordance with, Accounting Standard Codification
("ASC") 205-20 "Discontinued Operations" establishes that the disposal or abandonment of a component of an entity
or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that
has (or will have) a major effect on an entity's operations and financial results. As a result, the NFID, LLC component's
results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly,
the results of operations of this component, for all periods, are separately reported as "discontinued operations" on the
consolidated statements of operations.

 Liquidity

 As reflected in the accompanying consolidated
financial statements, the Company generated a net loss of $ 3,700,683 and used cash in operations of $ 3,224,498 during the year ended December
31, 2023. Additionally, the Company has an accumulated deficit of $ 10,871,811 on December 31, 2023. As of December 31, 2023, the Company
had working capital of $ 6,905,568.

 The positive working capital serves to mitigate
the conditions that historically raised substantial doubt about the Company's ability to continue as a going concern. The Company
believes that the Company has sufficient cash and liquid short-term investments to meet its obligations for a minimum of twelve months
from the date of this filing.

 Use of Estimates

 The preparation of consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,
which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the
actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2023 and 2022 include
the collectability of notes receivable, the percentage of completion of research and development projects, valuation of equity investments,
valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares and stock options
issued for services.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments with a maturity
of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions.
The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$ 250,000 or by the Securities Investor Protection Corporation up to $ 250,000. To reduce its risk associated with the failure of such financial
institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. On December
31, 2023 and 2022, the Company had cash in excess of FDIC limits of approximately $ 2,805,000 and $ 10,868,000, respectively. During the
year ended December 31, 2023, the Company transferred funds to other high quality financial institutions to mitigate its risk to ensure
that its exposure is limited or reduced to the FDIC protection limits. In connection with the early termination of a certificate of deposit,
in 2023, the Company paid a penalty of $ 166,034, which is reflected on the accompanying consolidated statement of operations and comprehensive
loss during the year ended December 2023. Any material loss that we may experience in the future could have an adverse effect on our ability
to pay our operational expenses or make other payments.

 Short-Term Investments

 The Company's portfolio of short-term investments
consists of marketable debt securities which are comprised solely of highly rated U.S. government securities with maturities
of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate
such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending
upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded
at fair value, with unrealized gains or losses included in accumulated other comprehensive income and as a component of the consolidated
statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification
method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive loss.

 An impairment loss may be recognized when the
decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary
declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis
of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and
the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security,
such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required
to sell the security before recovery of its amortized cost basis.

 F- 8

 The Company recorded $ 6,227 of unrealized loss
on short-term investments as a component of other comprehensive loss for the year ended December 31, 2023, respectively. The Company did
not recognize any unrealized gains or losses on short-term investments during the year ended December 31, 2022.

 Equity Investments, at Fair Value

 Realized gain or loss is recognized when an investment
is disposed of and is computed as the difference between the Company's carrying value and the net proceeds received from such disposition.
Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation
is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or
losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period
and the fair value at the end of the period.

 Note Receivable

 The Company recognizes an allowance for losses
on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical
bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable
accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recorded as part of general
and administrative expenses. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest
receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $ 69,600, which
represents the note receivable principal balance of $ 60,000 and accrued interest receivable of $ 9,600, which is recorded in loss from
discontinued operations on the accompanying consolidated statement of operations.

 Prepaid Expenses

 Prepaid expenses and other current assets of $ 15,970
and $ 135,894 on December 31, 2023 and 2022, respectively, consist primarily of costs paid for future services which will occur within
a year. On December 31, 2023 and 2022, prepaid expenses and other assets – non-current amounted to $ 64,983 and $ 70,821, respectively,
and consist primarily of costs paid for future services which will occur after a year. Prepaid expenses may include prepayments in cash
and equity instruments for consulting, research and development, license fees, public relations and business advisory services, and legal
fees which are being amortized over the terms of their respective agreements, which may exceed a year of service.

 Revenue Recognition

 The Company applies ASC Topic 606, Revenue from
Contracts with Customers ("ASC 606"). ASC 606 establishes a single comprehensive model for entities to use in accounting for
revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires
an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.

 The Company records interest and dividend income
on an accrual basis to the extent that the Company expects to collect such amounts.

 For the license and royalty income, revenue is
recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee
that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license
agreement (see Note 8).

 Product sales were recognized when the NFID products
were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported
as "discontinued operations" on the consolidated statements of operations.

 Cost of Revenues

 The primary components of cost of revenues on
license fees includes the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid
expense to be amortized over the term of the related license agreement (see Note 8).

 F- 9

 Stock-Based Compensation

 Stock-based compensation is accounted for based
on the requirements of ASC 718 – "Compensation – Stock Compensation", which requires recognition in the financial
statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the
period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting
period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award
based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting
Standards Update ("ASU") 2016-09 Improvements to Employee Share-Based Payment.

 Income Taxes

 Deferred income tax assets and liabilities arise
from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates,
which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current,
depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to
an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected
to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 The Company follows the provisions of Financial
Accounting Standards Board ("FASB") ASC 740-10, "Uncertainty in Income Taxes". Certain recognition thresholds
must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax
positions that meet a "more-likely-than-not" threshold. The Company does not believe it has any uncertain tax positions as
of December 31, 2023 and 2022 that would require either recognition or disclosure in the accompanying consolidated financial statements.

 Research and Development

 In accordance with ASC 730-10, "Research
and Development-Overall," research and development costs are expensed when incurred. During the years ended December 31, 2023
and 2022, research and development costs were $ 845,092 and $ 1,286,434, respectively.

 Leases

 Leases are accounted for using ASU 2016-02, " Leases
(Topic 842)". ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for
both parties to a contract (i.e., lessees and lessors). The standard requires lessees to apply a dual approach, classifying leases as
either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.
This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis
over the term of the lease. A lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term
of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to
existing guidance for operating leases today. As of December 31, 2023 and 2022, the Company has no leases. The Company will analyze any
lease to determine if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at
fair value upon adoption of ASU 2016-02. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term
leases that have a term of 12 months or less.

 Net Loss per Common Share

 Basic loss per share is computed by dividing net
loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted
loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock,
common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially
dilutive securities which include stock options and stock warrants are excluded from the computation of diluted shares outstanding if
they would have an anti-dilutive impact on the Company's net losses.

 The following potentially dilutive shares have
been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31,
2023 and 2022:

 2023

 2022

 Stock options

 Warrants

 433,429

 433,429

 F- 10

 Recent Accounting Pronouncements

 Management does not believe that any recently
issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company's consolidated
financial statements.

 NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
AND FAIR VALUE MEASUREMENTS

 Fair Value Measurements and Fair Value of Financial
Instruments

 FASB ASC 820 - Fair Value Measurements and Disclosures,
defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether
or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent
information available to the Company on December 31, 2023 and 2022. Accordingly, the estimates presented in these financial statements
are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies
a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable
inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest
priority to unobservable inputs (Level 3 measurement).

 Level 1 -

 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 Level 2 -

 Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 Level 3 -

 Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 The carrying value of certain financial instruments,
including cash and cash equivalents, prepaid expenses and other current assets, notes receivable, and accounts payable and accrued expenses
are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 The Company analyzes all financial instruments
with features of both liabilities and equity under the Financial Accounting Standard Board's (the "FASB") accounting
standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.

 The following table represents the Company's
fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022.

 December 31, 2023

 December 31, 2022

 Description

 Level 1

 Level 2

 Level 3

 Level 1

 Level 2

 Level 3

 Short-term investments

 $
 4,140,880

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Equity investments

 $
 -

 $
 -

 $
 -

 $
 3,118

 $
 -

 $
 -

 The Company's short-term investments and
equity investments are level 1 measurements and are based on redemption value at each date.

 F- 11

 Short-Term Investments – Debt Securities,
at Fair Value

 The following table summarizes activity in the
Company's short-term investments, at fair value for the periods presented:

 2023

 2022

 Balance, beginning of year

 $
 -

 $
 -

 Additions

 4,147,107

 -

 Unrealized losses

)

 -

 Balance, end of year

 $
 4,140,880

 $
 -

 Equity Investments, at Fair Value

 The following table summarizes activity in the
Company's equity investments, at fair value for the periods presented:

 2023

 2022

 Balance, beginning of year

 $
 3,118

 $
 419,995

 Additions

 -

 85,733

 Sales at original cost

 -

 ( 171,407
)

 Unrealized loss

 ( 3,118
)

 ( 331,203
)

 Balance, end of year

 $
 -

 $
 3,118

 On December 31, 2023 and 2022, equity instruments,
at fair value consisted of 1,559 shares of common equity securities of one entity, Home Bistro, Inc.

 During the year ended December 31, 2022, the Company
received 1,559 shares of Home Bistro, Inc. common stock with grant date fair value of $ 85,733, or $ 54.99 per share, in exchange for entering
into a lock up and leak out agreement which was recorded as other income from equity shares earned for services in the accompanying consolidated
statement of operations and comprehensive loss. The Company measures equity securities received for services at fair value on the date
of receipt.

 During the year ended December 31, 2022, the Company
sold its equity investments in Aikido Pharma, Inc. with cost of $ 171,407 for gross proceeds of $ 66,707 and the Company recorded a net
realized loss on equity investments amounting to $ 104,700 as reflected in the accompanying consolidated statement of operations.

 Equity investments are carried at fair value with
unrealized gains or losses which are recorded as net unrealized gain (loss) on equity investments in the accompanying consolidated statement
of operations and comprehensive loss. Realized gains and losses are determined on a specific identification basis which is recorded
as net realized gain (loss) on equity investments in the consolidated statement of operations and comprehensive loss. The Company reviews
equity investments, at fair value, for impairment whenever circumstances and situations change such that there is an indication that the
carrying amounts may not be recovered.

 ASC 825-10 "Financial Instruments"
allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair
value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value
option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent
reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments.

 F- 12

 NOTE 4 – DISPOSAL OF THE DISCONTINUED
OPERATIONS OF THE NFID BUSINESS

 On September 30, 2021, the Company entered into
and closed on an Asset Purchase Agreement (see Note 1) with NFID, LLC, an unrelated party, a Florida limited liability company, whereby
the Company sold certain assets, properties, and rights in connection with its NFID trademark name, logos, domain, and apparel clothing
and accessories for a purchase price of $ 60,000 in the form of a promissory note amounting to $ 60,000. The promissory note bore 8 % interest
per annum and matured on October 1, 2023. On November 8, 2023 and effective on October 1, 2023, the Company and the Buyer entered into
a First Amendment Promissory Note which increased the interest rate to 9 % per annum and extended the maturity date to December 30, 2023
for no consideration. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest
receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $ 69,600, which
represents the note receivable principal balance of $ 60,000 and accrued interest receivable of $ 9,600, which is recorded in loss from
discontinued operations on the accompanying consolidated statement of operations. As of December 31, 2022, the note receivable had a principal
balance of $ 60,000 and accrued interest receivable of $ 6,010 for a total outstanding receivable balance of $ 66,010 (see Note 5).

 ASC 205-20 "Discontinued Operations"
establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued
operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial
results. As a result, the component's results of operations have been classified as discontinued operations on a retrospective basis
for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as "discontinued
operations" on the consolidated statements of operations.

 The summarized operating result of discontinued
operations of the NFID Business included in the Company's consolidated statements of operations for the years ended December 31,
2023 and 2022 is as follows:

 For the Year

 Ended December 31,

 2023

 2022

 Product sales, net

 $
 -

 $
 -

 Cost of sales

 -

 1,079

 Gross loss

 -

 ( 1,079
)

 Total operating and other non-operating expenses

)

 ( 84
)

 Loss from discontinued operations

 $
)

 $
 ( 1,163
)

 NOTE 5 – NOTE RECEIVABLE

 On December 31, 2023 and 2022, note receivable consisted of the following:

 2023

 2022

 Principal amount of note receivable

 $
 60,000

 $
 60,000

 Accrued interest receivable

 9,600

 6,010

 Subtotal

 69,600

 66,010

 Less: allowance for doubtful accounts

)

 -

 Note receivable – current

 -

 66,010

 On September 30, 2021, the Company executed a
note receivable agreement with NFID, LLC in connection with an Asset Purchase Agreement (see Note 4). The promissory note bore 8 % interest
per annum and matured on October 1, 2023. On November 8, 2023 and effective on October 1, 2023, the Company and the Buyer entered into
a First Amendment Promissory Note which increased the interest rate to 9 % per annum and extended the maturity date to December 30, 2023
for no consideration. The outstanding principal and accrued interest shall be due and payable on maturity. As of December 31, 2023, the
Company recognized an allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable
losses, and accordingly, the Company recorded bad debt expense of $ 69,600, which represents the note receivable principal balance of $ 60,000
and accrued interest receivable of $ 9,600, which is recorded in loss from discontinued operations on the accompanying consolidated statement
of operations. As of December 31, 2022, this note receivable had outstanding principal receivable of $ 60,000 and accrued interest receivable
of $ 6,010 for a total receivable balance of $ 66,010 which is reflected in the accompanying consolidated balance sheet as note receivable
– current.

 F- 13

 NOTE 6 – STOCKHOLDERS' EQUITY

 Shares Authorized

 On December 4, 2023, stockholders of the Company
approved a decrease to the number of authorized shares of the Company's common stock from 500,000,000 shares to 100,000,000 shares.
On December 4, 2023, the Company filed a Certificate of Amendment (the "Amendment") to its Certificate of Incorporation with
the Delaware Secretary of State to decrease its authorized shares of common stock from 500,000,000 shares to 100,000,000 shares. On December
19, 2023, the Company reincorporated as a Nevada corporation and filed Articles of Incorporation with the Nevada Secretary of State on
such date. The Company has 105,000,000 shares authorized which consist of 100,000,000 shares of common stock and 5,000,000 shares of
preferred stock.

 Series C Convertible Preferred Stock

 On February 9, 2021, the Company filed a Certificate
of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Certificate of Designations")
with the Delaware Secretary of State, designating 4,280 shares of preferred stock as Series C Convertible preferred stock. The Company
had designated 4,280 shares of preferred stock as Series C Convertible preferred stock. Each share of Series C Convertible Preferred Stock
had a par value of $ 0.0001 per share and a stated value of $ 1,000 (the "Series C Stated Value"). Each share of Series C Convertible
preferred stock was convertible, at any time and from time to time after the issuance date, at the option of the holder, into such number
of shares of common stock determined by dividing the Series C Stated Value by the Series C Conversion Price. "Series C Conversion
Price" means $ 15.00, subject to adjustment in the event of stock split, stock dividends, subsequent right offerings and similar
recapitalization transactions. Notwithstanding anything herein to the contrary, after the date that the Company's stockholder approval
is obtained and deemed effective, the Company may deliver a written notice to all holders (the "Forced Conversion Notice Date")
to cause each holder to convert all or part of such holder's Series C Convertible preferred stock pursuant to Section 6 ("Forced
Conversion"), it being agreed that the "Conversion Date" shall be deemed to occur no later than the earlier of (i) two
(2) trading days and (ii) the number of trading days comprising the standard settlement period following the Forced Conversion Notice
Date; provided, however, a holder shall only be required to convert pursuant to a Forced Conversion to the extent that such conversion
would not cause a holder to exceed its beneficial ownership limitation. On March 31, 2022, the Company notified holders of the remaining
 227 shares of its Series C Convertible preferred stock of its election to force the conversion to its Series C Convertible preferred stock
into shares of the Company's common stock (see below). As of December 31, 2022, there were no shares of the Series preferred stock
issued and outstanding. On December 19, 2023, the Company changed its state of incorporation from the State of Delaware to the State of
Nevada and since there were no shares of Series C Convertible Stock outstanding at the time or the reincorporation the Company did not
designate Series C Convertible Stock in Nevada and it was deemed cancelled.

 Conversion of Series C Convertible Preferred
Stock into Common Stock

 On March 31, 2022, the Company notified holders
of the remaining 227 shares of its Series C Convertible preferred stock of its election to force the conversion to its Series C Convertible
preferred stock into shares of the Company's common stock pursuant to the Certificate of Designations unless such conversion would
cause the holder to exceed its beneficial ownership limitation pursuant to the Certificate of Designations. On March 31, 2022, the Company
converted the remaining 227 Series C Convertible preferred stock into 15,167 shares of common stock.

 Sale of Common Stock

 On September 26, 2022, the Company entered into
an underwriting agreement (the "Underwriting Agreement") with Laidlaw & Company (UK) Ltd., as representative of the several
underwriters identified therein (the "Underwriters"), relating to the public offering (the "Offering") of 1,000,000
shares of the Company's common stock (the "Firm Shares"), at public offering price of $ 5.00 per share. Under the terms
of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days following the closing of the Offering,
to purchase up to an additional 150,000 shares of common stock at the public offering price to cover over-allotments, if any. On September
28, 2022, the Underwriters fully exercised their over-allotment option and purchased an additional 150,000 shares (the "Option Shares,"
together with the Firm Shares, the "Shares"). On September 29, 2022 the Company closed the Offering and issued the Shares
for aggregate net proceeds of $ 4,940,948, after deducting underwriting discounts and commissions and offering expenses. The Company intends
to use the net proceeds from the offering for research and development activities, sales and marketing, general working capital purposes,
potential acquisitions of other companies, products or technologies, and to repay certain indebtedness. Concurrently with the closing
of the Offering, the Company also issued warrants to purchase an aggregate of up to 57,500 shares of its common stock to the representative
of the Underwriters or its designees, at an exercise price of $ 6.25 per share (the "Representative's Warrants"). The
Representative's Warrants are exercisable beginning on March 25, 2023, and expire on September 26, 2027, pursuant to the terms and
conditions of the Representative's Warrants.

 F- 14

 Common Stock Issued for Services

 On August 29, 2022, the Company entered into a
one-year consulting agreement with an entity for investor relations services. In connection with this consulting agreement, the Company
issued 20,000 restricted common shares of the Company to the consultant. These shares vest immediately. These shares were valued at $ 135,100,
or $ 6.755 per common share, based on contemporaneous common share sales by the Company. In connection with this consulting agreement,
during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $ 90,067 and $ 45,033, respectively.
which was amortized into stock-based professional fees over the term of the agreement.

 Stock Repurchase Plan

 On January 26, 2023, the Company's Board
of Directors authorized a stock repurchase plan to repurchase up to $ 1.0 million of the Company's issued and outstanding common
stock, from time to time, with such plan to be in place until December 31, 2023. On January 9, 2024, the Board of Directors of the Company
approved an extension of the previously announced stock repurchase program authorizing the purchase of up to $ 1 million of the Company's
common stock until March 31, 2024. Through December 31, 2023, the Company purchased 252,855 shares of common stock for a cost of $ 471,121,
which is reflected in treasury stock on the accompanying consolidated balance sheet.

 Stock Options

 On January 18, 2021, the Company's board
of directors ("Board") approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan (the "2020 Plan") to
incentivize employees, officers, directors and consultants of the Company and its affiliates. 170,000 shares of common stock are reserved
and available for issuance under the 2020 Plan, provided that certain exempt awards (as defined in the 2020 Plan), shall not count against
such share limit. The 2020 Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash,
stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock
units, stock appreciation units and other stock or cash-based awards. The 2020 Plan shall terminate on the tenth anniversary of the
date of adoption by the Board. Subject to certain restrictions, the Board may amend or terminate the Plan at any time and for any reason.
An amendment of the 2020 Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable
laws, rules or regulations. On March 10, 2021, the 2020 Plan was approved by the stockholders. On September 15, 2023, our Board of
Directors adopted the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan which was approved by the Company's
stockholders on December 4, 2023. The Amended and Restated Omnibus Equity Incentive Plan (i) increases the number of shares of common
stock that may be issued under such plan by 300,000 shares to 470,000 shares and (ii) includes clawback provisions to comply with recent
developments of applicable law.

 On December 29, 2021 and effective January 1,
2022, the Board granted an aggregate of 6,849 incentive stock options under the 2020 Plan, to two non-employee board members, exercisable
at $ 7.30 per share which expire on December 26, 2026 and vest on the first anniversary date of the grant date. These options were valued
at $ 30,224 on the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of
 0.75 %, expected dividend yield of 0 %, expected term of 2 years using the simplified method and expected volatility of 115 % based on historical
volatility. The Company recorded the fair value of the unvested stock options, in the amount of $ 30,224, as deferred compensation which
is being amortized over the vesting period.

 On January 27, 2022, pursuant to an Employment
Agreement (see Note 8), an aggregate of 16,000 incentive stock options were issued under the 2020 Plan, to Dr. Kou, exercisable at $ 10.00
per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests
on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options had a fair value of $ 94,915 which were valued
at the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 1.18 %, expected
dividend yield of 0 %, expected term of 2 years using the simplified method and expected volatility of 117 % based on historical volatility.
The Company recorded the fair value of the stock options, in the amount of $ 94,915, as deferred compensation which is being amortized
over the vesting period.

the Company amortized $ 14,125 and $ 111,014 of the deferred compensation which was recorded as compensation expenses in the accompanying
consolidated statement of operations and comprehensive loss. As of December 31, 2023, there was no remaining deferred compensation related
to these issuances. As of December 31, 2022, the deferred compensation related to these issuances had a balance of $ 14,125.

 F- 15

 Stock option activities for the years ended December
31, 2023 and 2022 are summarized as follows:

 Number of
 Options

 Exercise
 Price

 Remaining
 Contractual Term
 (Years)

 Aggregate
 Intrinsic
 Value

 Balance Outstanding, December 31, 2021

 12,849

 $
 3.89

 2.54

 $
 42,870

 Granted

 16,000

 10.0

 -

 -

 Balance Outstanding, December 31, 2022

 7.28

 6.31

 20,130

 Granted

 -

 -

 -

 -

 Balance Outstanding, December 31, 2023

 $
 7.28

 5.31

 $
 8,610

 Exercisable, December 31, 2023

 $
 7.28

 5.31

 $
 8,610

 Stock Warrants

 On September 26, 2022, concurrently with the closing
of the Offering as discussed above, the Company also issued warrants to purchase an aggregate of up to 57,500 shares of its common stock
to the representative of the Underwriters or its designees, at an exercise price of $ 6.25 per share (the "Representative's
Warrants"). The Representative's Warrants are exercisable beginning on March 25, 2023, and expire on September 26, 2027, pursuant
to the terms and conditions of the Representative's Warrants.

 Warrant activities for the years ended December
31, 2023 and 2022 are summarized as follows:

 Number of
 Warrants

 Exercise
 Price

 Remaining
 Contractual Term
 (Years)

 Aggregate
 Intrinsic
 Value

 Balance Outstanding, December 31, 2021

 347,080

 $
 15.5

 4.1

 $
 -

 Granted

 57,500

 6.25

 5.0

 -

 Balance Outstanding, December 31, 2022

 14.05

 3.3

 -

 Granted

 -

 -

 -

 -

 Balance Outstanding, December 31, 2023

 $
 14.05

 2.3

 $
 -

 Exercisable, December 31, 2023

 $
 14.05

 2.3

 $
 -

 NOTE 7 – CONCENTRATIONS

 Customer concentration

 For the years ended December 31, 2023 and 2022,
one licensee accounted for 100 % total revenues from customer license fees.

 Vendor concentrations

 For the years ended December 31, 2023 and 2022,
one licensor accounted for 100 % of the Company's vendor license agreements (see below) related to the Company's biopharmaceutical
operations.

 F- 16

 NOTE 8 – COMMITMENTS AND CONTINGENCIES

 Employment Agreements

 On April 17, 2020, the Company entered into an
employment agreement ("Employment Agreement") with Eric Weisblum to serve as Chief Executive Officer and Chief Financial Officer
of the Company. The term of the Employment Agreement continued for a period of one year from the date of execution date thereof and automatically
renewed for successive one-year periods at the end of each term until either party delivers written notice of their intent not to renew
at least six months prior to the expiration of the then effective term. The Employment Agreement provided for a base salary of $ 120,000
and 152,619 vested shares of the Company's common stock in April 2020. On January 18, 2021, the Company and Mr. Weisblum entered
into the first amendment (the "Amendment") to the Employment Agreement, effective as of January 1, 2021. Pursuant to the Amendment
Mr. Weisblum's base salary was increased from $ 120,000 per year to $ 180,000 per year and all the terms and provisions of the Employment
Agreement remained in full force and effect.

 On October 12, 2022, the Company entered into
a new employment agreement with Eric Weisblum (the "2022 Weisblum Employment Agreement") pursuant to which Mr. Weisblum's
(i) base salary will be $ 350,000 per year, (ii) Mr. Weisblum was paid a one-time signing bonus of $ 100,000, and (iii) Mr. Weisblum shall
be entitled to receive an annual bonus of up to $ 350,000, subject to the sole discretion of the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee"), and upon the achievement of additional criteria established by the
Compensation Committee from time to time (the "Annual Bonus"). In addition, pursuant to the 2022 Weisblum Employment Agreement,
upon termination of Mr. Weisblum's employment for death or Total Disability (as defined in the 2022 Weisblum Employment Agreement),
in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued
to him under any Benefit Plans (as defined in the 2022 Weisblum Employment Agreement) outstanding at such time and the reimbursement of
documented, unreimbursed expenses incurred prior to such termination date (collectively, the "Weisblum Payments"), Mr. Weisblum
shall also be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Weisblum elects continuation
coverage for group health coverage pursuant to COBRA Rights (as defined in the 2022 Weisblum Employment Agreement), then for a period
of 24 months following Mr. Weisblum's termination he will be obligated to pay only the portion of the full COBRA Rights cost of
the coverage equal to an active employee's share of premiums (if any) for coverage for the respective plan year; and (iii) payment
on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Weisblum was a participant
as of the date of his termination (together with the Weisblum Payments, the "Weisblum Severance"). Furthermore, pursuant to
the 2022 Weisblum Employment Agreement, upon Mr. Weisblum's termination (i) at his option (A) upon 90 days prior written notice
to the Company or (B) for Good Reason (as defined in the 2022 Weisblum Employment Agreement), (ii) termination by the Company without
Cause (as defined in the 2022 Weisblum Employment Agreement) or (iii) termination of Mr. Weisblum's employment within 40 days of
the consummation of a Change in Control Transaction (as defined in the Weisblum Employment Agreement), Mr. Weisblum shall receive the
Weisblum Severance; provided, however, Mr. Weisblum shall be entitled to a pro-rated Annual Bonus of at least $ 200,000. In addition, any
equity grants issued to Mr. Weisblum shall immediately vest upon termination of Mr. Weisblum's employment by him for Good Reason
or by the Company at its option upon 90 days prior written notice to Mr. Weisblum, without Cause. In September 2023 and October 2022,
the Company paid a bonus of $ 200,000 and $ 100,000 to Mr. Weisblum, respectively.

 On September 27, 2022, the Board appointed Daniel
Ryweck as Chief Financial Officer of the Company. On September 28, 2022, the Company entered into an employment agreement (the "Ryweck
Employment Agreement") with Mr. Ryweck. Pursuant to the terms of the Ryweck Employment Agreement, which was amended on October
12, 2022, Mr. Ryweck will (i) receive a base salary at an annual rate of $ 60,000 (the "Base Compensation") payable in equal
monthly installments, and (ii) be eligible to receive an annual discretionary bonus. The term of Mr. Ryweck's engagement under
the Ryweck Employment Agreement commenced on September 28, 2022 and continues until September 28, 2023, unless earlier terminated in
accordance with the terms of the Ryweck Employment Agreement. The term of Mr. Ryweck's Employment Agreement is automatically renewed
for successive one-year periods until terminated by Mr. Ryweck or the Company.

 F- 17

 Dr. James Kuo

 On January 27, 2022, the Company and Dr. James
Kuo entered into an employment agreement ("Kuo Employment Agreement") for Dr. Kuo to serve as the Vice President of Research
& Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a
period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written
notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days prior to the applicable renewal date.
Dr. Kuo shall be paid an annual base salary of $ 30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a
bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors ("Board") and shall
be payable at the Company's sole option in stock or in cash. In addition, an aggregate of 16,000 incentive stock options were granted
under the 2020 Plan to Dr. Kou, exercisable at $ 10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i)
 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options
had a fair value of $ 94,915 which valued at grant date using Binomial Lattice option pricing model with the following assumptions: risk-free
interest rate of 1.18 %, expected dividend yield of 0 %, expected term of 2 years using the simplified method and expected volatility of
 117 % based on calculated volatility. The Company recorded the fair value of the stock options, in the amount of $ 94,915, as deferred compensation
which is being amortized over the vesting period. During the years ended December 31, 2023 and 2022, the Company amortized $ 14,125 and
$ 80,790 of the deferred compensation which was recorded as compensation expenses in the consolidated statement of operations and comprehensive
loss, respectively. As of December 31, 2023 and 2022, the deferred compensation had a balance of $ 0 and $ 14,125, respectively (see Note
6).

 License Agreements between the Company and
Vendors

 University of Maryland, Baltimore - License
Agreement for Development and Use of Central Nervous System-Homing Peptides

 Commercial Evaluation License and Option Agreement
with the University of Maryland, Baltimore

 Effective as of July 15, 2020, the Company, through
its wholly-owned subsidiary, Silo Pharma, Inc. (see Note 1) and University of Maryland, Baltimore ("UMB") (collectively as
"Parties"), entered into a commercial evaluation license and option agreement ("License Agreement"), granting
the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of central
nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory
pathology. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing
license ("Exclusive Option") with respect to the subject technology. The License Agreement had a term of six months from the
effective date however if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation
period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company exercised
its Exclusive Option on January 13, 2021 and entered into a Master License Agreement on February 12, 2021. Both parties may terminate
this agreement within thirty days by giving written notice.

 University of Maryland, Baltimore - License
Agreement for Development and Use of Joint-Homing Peptides

 Commercial Evaluation License and Option Agreement
with the University of Maryland, Baltimore

 Effective as of February 26, 2021, the Company,
through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore ("UMB") (collectively as "Parties"),
entered into a commercial evaluation license and option agreement ("License Agreement"), which granted the Company an exclusive,
non-sublicensable, non-transferable license with respect to the exploration of the potential use of joint-homing peptides for use in the
investigation and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate
and obtain an exclusive, sublicensable, royalty-bearing license ("Exclusive Option") with respect to the subject technology.
On July 6, 2021, the Company entered into a First Amendment Agreement ("First Amendment") with UMB to extend the term of the
original License Agreement by an additional six months such that the First Amendment was effective until February 25, 2022. On January
28, 2022, the Parties entered into a second amendment to the commercial evaluation and license agreement dated February 26, 2021 ("Second
Amendment") to extend the term of the original license agreement until December 31, 2022. On June 22, 2022, the Parties entered
into a third amendment to the commercial evaluation and license agreement dated February 26, 2021 ("Third Amendment"). The
Third Amendment expanded the scope of the license granted in the License Agreement to add additional patent rights with respect to an
invention generally known as Peptide-Targeted Liposomal Delivery for Treatment Diagnosis, and Imaging of Diseases and Disorders.
In consideration of the licenses granted under this Third Amendment, the Company agreed to pay a one-time, non-refundable fee of $ 2,500
which was recorded as research and development expense in the consolidated statement of operations and comprehensive loss during the year
ended December 31, 2022. On December 16, 2022, the Company and UMB entered into a fourth amendment to License Agreement (the "Fourth
Amendment") to extend the term of the License Agreement until March 31, 2023. In addition, the parties agreed in the Fourth Amendment
to allow the Company to extend the term of the License Agreement to June 30, 2023 by paying UMB a fee of $ 1,000 on or before February
28, 2023. This fee was paid and the term of the License Agreement was extended to June 30, 2023. In February 2023, upon payment of the
extension fee of $ 1,000, the Company recorded license fees of $ 1,000 which are included in research and development expenses on the accompanying
consolidated statement of operations and comprehensive loss. On June 28, 2023, the Company and UMB entered into a fifth amendment to License
Agreement (the "Fifth Amendment") to extend the term of the License Agreement until September 30, 2023. The Company may at
its option extend this Agreement until December 31, 2023, by providing written notice to University on or before August 31, 2023, and
by paying an additional license fee of $ 2,500. This fee was paid and the term of the License Agreement was extended to December 31, 2023.
In August 2023, upon payment of the extension fee of $ 2,500, the Company recorded license fees of $ 2,500 which are included in research
and development expense on the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2023, the
Company decided not to extend this License Agreement and will not continue to pursue this license.

 F- 18

 Master License Agreement with the University
of Maryland, Baltimore

 As disclosed above, effective as of February 12,
2021, the Company and University of Maryland, Baltimore ("UMB"), entered into the Master License Agreement ("Master
License Agreement") which grants the Company an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual
property: (i) to make, have made, use, sell, offer to sell, and import certain licensed products and: (ii) to use the invention titled,
"Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other
neuroinflammatory pathology" and UMB's confidential information to develop and perform certain licensed processes for the
therapeutic treatment of neuroinflammatory disease.

 The Master License Agreement will remain in effect
on a Licensed Product-by-Licensed Product basis and country-by-country basis until the later of: (a) the last patent covered under the
Master License Agreement expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity,
or other legally enforceable market exclusivity, if applicable, or (c) 10 years after the first commercial sale of a Licensed Product
in that country, unless earlier terminated in accordance with the provisions of the Master License Agreement. The term of the Master License
Agreement shall expire 15 years after the Master License Agreement Effective Date in which (a) there were never any patent rights, (b)
there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable
market exclusivity or (c) there was never a first commercial sale of a Licensed Product.

 The Company may assign, sublicense, grant, or
otherwise convey any rights or obligations under the Master License Agreement to a Company affiliate, without obtaining prior written
consent from UMB provided that it meets the terms defined in the Master License Agreement. The Company may grant sublicenses of some or
all of the rights granted by the Master License Agreement, provided that there is no uncured default or breach of any material term or
condition under the Master License Agreement, by Company, at the time of the grant, and that the grant complies with the terms and conditions
of the Master License Agreement. The Company shall be and shall remain responsible for the performance by each of the Company's
sublicensee. Any sublicense shall be consistent with and subject to the terms and conditions of the Master License Agreement and shall
incorporate terms and conditions sufficient to enable Company to comply with the Master License Agreement. The Company or Company affiliates
shall pay to UMB a percentage of all income received from its sublicensee as follows: (i) 25 % of the Company's sublicense income
which is receivable with respect to any sublicense that is executed before the filing of an NDA (or foreign equivalent) for the first
licensed product; and (b) 15 % of the Company's sublicense income which is receivable with respect to any sublicense that is executed
after the filing of an NDA (or foreign equivalent) for the first licensed product.

 Pursuant to the Master License Agreement, the
Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments (see below for payment terms), (iii) royalty payments
depending on net revenues (see below for payment terms), and (iv) a tiered percentage of sublicense income. The Company paid to UMB a
license fee of $ 75,000, payable as follows: (a) $ 25,000 was due and paid within 30 days following the effective date; and (b) $ 50,000
on or before the first anniversary of the effective date, which was paid in February 2022. The license fee is non-refundable and is not
creditable against any other fee, royalty or payment. The Company shall be responsible for payment of all patent expenses in connection
with preparing, filing, prosecution and maintenance of patents or patent applications relating to the patent rights. The Company paid
$ 25,000 license fee on February 17, 2021 and $ 50,000 in February 2022 which was recorded as prepaid expense and is being amortized over
the 15 -year term. During the years ended December 31, 2023 and 2022, the Company recognized license fees of $ 5,000 and $ 5,000, respectively,
from the amortization of prepaid license fees, which is included in costs of revenues on the accompanying consolidated statements of operations.
On December 31, 2023, prepaid expense and other current assets – current amounted to $ 5,000 and prepaid expense – non-current
amounted to $ 55,625. On December 31, 2022, prepaid expense and other current assets – current amounted to $ 5,000 and prepaid expense
– non-current amounted to $ 60,625 as reflected in the consolidated balance sheets.

 F- 19

 Milestone

 Payment

 Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product

 $
 50,000

 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product

 $
 100,000

 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product

 $
 250,000

 Receipt of New Drug Application ("NDA") (or foreign equivalent) approval for a Licensed Product

 $
 500,000

 Achievement of First Commercial Sale of Licensed Product

 $
 1,000,000

 Royalty Payments Terms:

 (i)
 3 %
on sales of licensed products (as defined in the Master License Agreement) during the applicable calendar year for sales less than $ 50,000,000;
and

 (ii)
 5 %
on sales of licensed products during the applicable calendar year for sales greater than $ 50,000,000; and

 (iii)
 minimum
annual royalty payments, as follows:

 Years

 Minimum

 Annual

 Royalty

 Prior to First Commercial Sale

 $
 N/A

 Year of First Commercial Sale

 $
 N/A

 First calendar year following the First Commercial Sale

 $

 Second calendar year following the First Commercial Sale

 $

 Third calendar year following the First Commercial Sale

 $
 100,000

 On November 10, 2023, the Company entered into
a Third Amendment to Master License Agreement (the "Third Amendment") with UMB, pursuant to which the parties agreed to an
amended and restated schedule of diligence milestones for the Master License Agreement.

 In April 2021, in connection with the Company's
Sublicense Agreement with Aikido Pharma Inc. (see below - Patent License Agreement with Aikido Pharma Inc.), the Company paid 25 %
of its sublicense income to UMB, pursuant to the Master License Agreement, which amounted to $ 12,500. During the years ended December
31, 2023 and 2022, the Company recognized license fees of $ 838 and $ 838, respectively, from the amortization of the sublicense fee. On
December 31, 2023, prepaid expense and other current assets – current amounted to $ 838 and prepaid expenses – non-current
amounted to $ 9,358. On December 31, 2022, prepaid expense and other current assets – current amounted to $ 838 and prepaid expenses
– non-current amounted to $ 10,196 as reflected in the consolidated balance sheets.

 License Agreements between the Company and
Customer

 Customer Patent License Agreement with Aikido
Pharma Inc.

 On January 5, 2021, the Company and its subsidiary
Silo Pharma, Inc., entered into a patent license agreement ("License Agreement") (collectively, the "Licensor")
with Aikido Pharma Inc. ("Aikido" or the "Customer"), as amended on April 12, 2021, pursuant to which the Licensor
granted Aikido an exclusive, worldwide ("Territory"), sublicensable, royalty-bearing license to certain intellectual property:
(i) to make, have made, use, provide, import, export, lease, distribute, sell, offer for sale, develop and advertise certain licensed
products and (ii) to develop and perform certain licensed processes for the treatment of cancer and symptoms caused by cancer ("Field
of Use").

 The License Agreement also provided that, if the
Licensor exercised the option granted to it pursuant to its commercial evaluation license and option agreement with UMB, effective as
of July 15, 2020, it would grant Aikido a non-exclusive sublicense ("Right") to certain UMB patent rights in the field of
neuroinflammatory diseases occurring in patients diagnosed with cancer ("Field"). Pursuant to the License Agreement, Aikido
agreed to pay the Licensor, among other things, (i) a one-time non-refundable cash payment of $ 500,000 and (ii) royalty payments equal
to 2 % of net sales (as defined in the License Agreement) in the Field of Use in the Territory. In addition, Aikido agreed to issue the
Licensor 500 shares of Aikido's newly designated Series M Convertible Preferred Stock which were to be converted into an aggregate
of 625,000 shares of Aikido's common stock. On April 12, 2021, the Company entered into an amendment to the License Agreement ("Amended
License Agreement") with Aikido dated January 5, 2021 whereby Aikido issued an aggregate of 625,000 restricted shares of Aikido's
common stock instead of the 500 shares of the Series M Convertible Preferred Stock.

 F- 20

 Pursuant to the License Agreement, the Company
is required to prepare, file, prosecute, and maintain the licensed patents. Unless earlier terminated, the term of the license to the
licensed patents will continue until the expiration or abandonment of all issued patents and filed patent applications within the licensed
patents. The Company may terminate the License Agreement upon 30 day written notice if Aikido fails to pay any amounts due and payable
to the Company or if Aikido or any of its affiliates brings a patent challenge against the Company, assists others in bringing a legal
or administrative challenge to the validity, scope, or enforceability of or opposes any of the licensed patents ("Patent Challenge")
against the Company (except as required under a court order or subpoena). Aikido may terminate the Agreement at any time without cause,
and without incurring any additional penalty, (i) by providing at least 30 days' prior written notice and paying the Company all
amounts due to it through such termination effective date. Either party may terminate the Agreement for material breaches that have failed
to be cured within 60 days after receiving written notice. The Company collected the non-refundable cash payment of $ 500,000 on January
5, 2021 which was recorded as deferred revenue to be recognized as revenues over 15 years, the estimated term of the UMB Master License
Agreement.

 Prior to the April 12, 2021, issuance of the common
stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company valued the 500 Series M Convertible Preferred
stock which was equivalent into Aikido's 625,000 shares of common stock at a fair value of $ 0.85 per common share or $ 531,250 based
quoted trading price of Aikido's common stock on the date of grant. The Company recorded an equity investment of $ 531,250 (see Note
3) and deferred revenue of $ 531,250 to be recognized as revenues over the estimated term of the UMB Master License. Accordingly, the Company
recorded a total deferred revenue of $ 1,031,250 ($ 500,000 cash received and $ 531,250 value of equity securities received) to be recognized
as revenues over the 15 -year term.

the Company recognized license fee revenues of $ 68,750 and $ 68,750, respectively. On December 31, 2023, deferred revenue – current
portion amounted to $ 68,750 and deferred revenue – long-term portion amounted to $ 756,250. On December 31, 2022, deferred revenue
– current portion amounted to $ 68,750 and deferred revenue – long-term portion amounted to $ 825,000 as reflected in the consolidated
balance sheets.

 The Right shall be, to the full extent permitted
by and on terms and conditions required by UMB, for a term consistent with the term of patent and technology licenses that UMB normally
grants. In the event that the Company exercises its option and executes a license with UMB to the UMB patent rights within 40 days after
the execution of such UMB license, for consideration to be agreed upon and paid by Aikido, which consideration shall in no event exceed
 110 % of any fee payable by the Company to UMB for the right to sublicense the UMB patent rights. The Company shall grant Aikido a nonexclusive
sublicense in the United States to the UMB patent rights in the Field, subject to the terms of any UMB license Licensor obtains, including
any royalty obligations on sublicensees required under any such sublicense. The option was exercised on January 13, 2021. Accordingly,
on April 6, 2021, the Company entered into the Sublicense Agreement with Aikido pursuant to which it granted Aikido a worldwide exclusive
sublicense to its licensed patents under the Master License Agreement.

 Customer Sublicense Agreement with
Aikido Pharma Inc.

 On April 6, 2021 (the "Sublicense Agreement
Effective Date"), the Company entered into the Sublicense Agreement with Aikido pursuant to which the Company granted Aikido an
exclusive worldwide sublicense to (i) make, have made, use, sell, offer to sell and import the Licensed Products (as defined below) and
(ii) in connection therewith to (A) use an invention known as "Central nervous system-homing peptides in vivo and their use for
the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology" which was sublicensed to the Company
pursuant to the Master License Agreement and (B) practice certain patent rights ("Patent Rights") for the therapeutic
treatment of neuroinflammatory disease in cancer patients. "Licensed Products" means any product, service, or process, the
development, making, use, offer for sale, sale, importation, or providing of which: (i) is covered by one or more claims of the Patent
Rights; or (ii) contains, comprises, utilizes, incorporates, or is derived from the Invention or any technology disclosed in the Patent
Rights.

 Pursuant to the Sublicense Agreement, Aikido agreed
to pay the Company (i) an upfront license fee of $ 50,000, (ii) the same sales-based royalty payments that the Company is subject
to under the Master License Agreement and (iii) total milestone payments of up to $ 1.9 million. The Sublicense Agreement shall continue
on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (i) the date of expiration of the last to expire
claim of the Patent Rights covering such Licensed Product in such country, (ii) the expiration of data protection, new chemical entity,
orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity, if applicable and (iii) 10 years after
the first commercial sale of a Licensed Product in that country, unless terminated earlier pursuant to the terms of the Sublicense Agreement.
Furthermore, the Sublicense Agreement shall expire 15 years after the Sublicense Agreement Effective Date with respect to any country
in which (i) there were never any Patent Rights, (ii) there was never any data protection, new chemical entity, orphan drug exclusivity,
regulatory exclusivity or other legally enforceable market exclusivity with respect to a Licensed Product and (ii) there was never a commercial
sale of a Licensed Product, unless such agreement is earlier terminated pursuant to its terms. The Company collected the upfront license
fee of $ 50,000 in April 2021. During the years ended December 31, 2023 and 2022, the Company recognized revenue of $ 3,352 and $ 3,352,
respectively. On December 31, 2023, deferred revenue – current portion amounted to $ 3,352 and deferred revenue – long-term
portion amounted to $ 37,430, and on December 31, 2022, deferred revenue – current portion amounted to $ 3,352 and deferred revenue
– long-term portion amounted to $ 40,782 as reflected in the consolidated balance sheets.

 F- 21

 Sponsored Study and Research Agreements
between the Company and Vendors

 Investigator-Sponsored Study Agreement with
University of Maryland, Baltimore

 On January 5, 2021, the Company entered into an
investigator-sponsored study agreement ("Sponsored Study Agreement") with the University of Maryland, Baltimore. The research
project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment of multiple sclerosis ("MS").
More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can effectively deliver dexamethasone to the
CNS and (2) whether MS-1-displaying liposomes are superior to plain liposomes, also known as free drug, in inhibiting the relapses and
progression of experimental autoimmune encephalomyelitis. Pursuant to the Sponsored Study Agreement, the research shall commence on March
1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent of the parties. The total cost
under the Sponsored Study Agreement shall not exceed $ 81,474 which is payable in two equal installments of $ 40,737 upon execution of the
Sponsored Study Agreement and $ 40,737 upon completion of the project with an estimated project timeline of nine months. In 2021, the Company
paid $ 40,737 and recorded research and development expense of $ 40,737. This project has been postponed until further notice and the second
payment is not due.

 Sponsored Research Agreement with The Regents
of the University of California

 On June 1, 2021 (the "Effective Date"),
the Company entered into a sponsored research agreement (the "Sponsored Research Agreement") with The Regents of the University
of California, on behalf of its San Francisco Campus ("UCSF") pursuant to which UCSF shall conduct a study to examine psilocybin's
effect on inflammatory activity in humans to accelerate its implementation as a potential treatment for Parkinson's Disease, chronic
pain, and bipolar disorder. Pursuant to the Agreement, the Company shall pay UCSF a total fee of $ 342,850 to conduct the research over
the two-year period. The Agreement was effective for a period of two years from the Effective Date, subject to renewal or earlier termination
as set forth in the Sponsored Research Agreement. During the years ended December 31, 2022 and 2021, pursuant to the Sponsored Research
Agreement, the Company paid to UCSF $ 181,710 and $ 100,570, respectively, which were recorded to prepaid expense and other current assets
– current to be amortized over the two-year period. During the year ended December 31, 2023, the Company paid the remaining amount
due of $ 60,570. During the years ended December 31, 2023 and 2022, the Company recorded research and development expenses of $ 71,427 and
$ 178,568, respectively, from the amortization of the prepaid research and development fees. On December 31, 2023 and 2022, prepaid research
and development fees amounted to $ 0 and $ 10,857, respectively which is reflected in prepaid expenses and other current assets –
current on the accompanying consolidated balance sheets.

 Sponsored Research Agreement with University
of Maryland, Baltimore

 On July 6, 2021, the Company and University of
Maryland, Baltimore ("UMB") entered into a sponsored research agreement ("July 2021 Sponsored Research Agreement")
pursuant to which UMB shall evaluate the pharmacokinetics of dexamethasone delivered to arthritic rats via liposome. The research
pursuant to the July 2021 Sponsored Research Agreement shall commence on September 1, 2021 and will continue until the substantial completion
thereof, subject to renewal upon written consent of the parties. The July 2021 Sponsored Research Agreement may be terminated by either
party upon 30 days' prior written notice to the other party. In addition, if either party commits any material breach of or defaults
with respect to any terms or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within
10 business days after written notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement
as of the date of receipt of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for
any reason other than an uncured material breach by UMB, the Company shall relinquish any and all rights it may have in the Results (as
defined in the July 2021 Sponsored Research Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated
early, the Company, among other things, will pay all costs incurred and accrued by UMB as of the date of termination. On June 7, 2022,
the Company and UMB amended the July 2021 Sponsored Research Agreement whereby both parties agreed to make changes to the original project
work and budget. The amendment had no effect on the consolidated financial statements.

 F- 22

 Pursuant to the terms of the July 2021 Sponsored
Research Agreement, UMB granted the Company an option (the "Option") to negotiate and obtain an exclusive license to any UMB
Arising IP (as defined in the July 2021 Sponsored Research Agreement) and UMB's rights in any Joint Arising IP (as defined in the
July 2021 Sponsored Research Agreement) (collectively, the "UMB IP"). The Company may exercise the Option by giving UMB written
notice within 60 days after it receives notice from UMB of the UMB IP. Pursuant to the July 2021 Sponsored Research Agreement, the Company
shall pay UMB the fees below:

 Payment

 $
 92,095

 Paid upon execution of the July 2021 Sponsored Research Agreement

 $
 92,095

 Paid six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement

 $
 92,095

 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement

 The Company paid the first payment of $ 92,095
on September 1, 2021 and on August 31, 2022, the Company paid the second payment of $ 92,095. These payments were recorded to prepaid expense
and other current assets – current to be amortized into research and development expense during the years ended December 31, 2022
and 2021. During the years ended December 31, 2023 and 2022, the Company recorded research and development expenses of $ 0 and $ 187,090,
respectively, from the amortization of these prepaid research and development fees and other expenses. On December 31, 2023 and 2022,
the Company owed UMB $ 92,095 which was included in accounts payable on the accompanying consolidated balance sheets.

 Sponsored Research Agreement with Columbia
University

 On October 1, 2021, the Company entered into a
sponsored research agreement with Columbia University pursuant to which the Company has been granted an option to license certain assets
currently under development, including assets related to the potential treatment of patients suffering from Alzheimer's disease.
The term of the option will commence on the effective date of this agreement and will expire upon the earlier of (i) 90 days after the
date of the Company's receipt of a final research report for each specific research proposal as defined in the agreement or (ii)
termination of the research. If the Company elects to exercise the option, both parties will commence negotiation of a license agreement
and will execute a license agreement no later than 3 months after the date of the exercise of the option. Columbia University and the
Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer's disease to post-traumatic stress
disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082 to Columbia University
for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after
the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. The Company
paid the first payment of $ 430,825 in November 2021 and the second payment of $ 430,825 in July 2022, which were recorded to prepaid expense
and other current assets – current to be amortized over the estimated project timeline of twelve months. On October 13, 2022, the
Company entered into an amendment to the Columbia Agreement (the "Columbia Amendment"), pursuant to which the parties agreed
to extend the payment schedule, whereby the third payment of $ 430,825 was due in March 2023. In August 2023, the Company paid $ 100,000
of this balance and $ 330,825 of such payment remains unpaid as of December 31, 2023, which is included in accounts payable on the accompanying
consolidated balance sheet. The remaining payment of $ 143,607 is due upon completion. As of December 31, 2022, accrued expenses related
to this sponsored research agreement was $ 143,607.

the Company recorded research and development expense of $ 287,218 and $ 646,236, respectively, from the amortization of the prepaid research
and development fees. As of December 31, 2023, the Company estimates that this research project is approximately 90 % complete.

 Research Agreement with Reprocell

 On October 25, 2022, (the "Effective Date"),
the Company entered into a research agreement (the "Reprocell Research Agreement") with Reprocell Europe Ltd. ("Reprocell")
pursuant to which Reprocell shall conduct a study to assess the binding of a peptide on healthy and rheumatoid arthritis synovial tissue.
Pursuant to the Reprocell Research Agreement, the Company shall pay Reprocell a total fee of $ 41,306 to conduct the research over a three-month
period. During the year ended December 31, 2022, pursuant to the Reprocell Research Agreement, the Company paid to Reprocell $ 21,172 which
was recorded as prepaid expense and other current assets – current to be amortized over the three-month period. During the year
ended December 31, 2023 and 2022, the Company recorded research and development expense of $ 19,835 and $ 33,252 from the amortization of
the prepaid research and development fees and the payment pf other fees. As of December 31, 2023 and 2022, accounts payable and accrued
expenses related to this research agreement were $ 5,891 and $ 20,134, respectively.

 Research Agreements with Upperton Pharma Solutions

 On October 16, 2023, (the "Effective Date"),
the Company entered into research agreements (the "Upperton Research Agreements") with Upperton Pharma Solutions ("Upperton")
pursuant to which Upperton shall conduct a study to support the development and feasibility of Prucalopride nasal solutions. Pursuant
to the Upperton Research Agreements, the Company shall pay Upperton an aggregate total fee of 242,932 British Pound (GBP) (approximately
$ 261,462) to conduct the research, which will expensed over the research period. During the year ended December 31, 2023, pursuant to
the Upperton Research Agreements, the Company paid Upperton $ 177,903. During the year ended December 31, 2023, the Company recorded research
and development expense of $ 212,428 from the amortization of the prepaid research and development fees. As of December 31, 2023, accounts
payable and accrued expenses related to this research agreement were $ 34,525.

 F- 23

 Research Agreement with AmplifyBio

 On October 16, 2023, (the "Effective Date"),
the Company entered into a research agreement (the "AmplifyBio Research Agreement") with AmplifyBio, LLC. ("AmplifyBio")
pursuant to which AmplifyBio shall conduct a study in rates to investigate intranasal administration of a novel drug product. Pursuant
to the AmplifyBio Research Agreement, the Company shall pay AmplifyBio a total fee of $ 229,000 to conduct the research. During the year
ended December 31, 2023, pursuant to the AmplifyBio Research Agreement, the Company paid AmplifyBio $ 182,980 which was recorded as prepaid
expense and other current assets – current to be amortized over the research period. During the year ended December 31, 2023, the
Company recorded research and development expense of $ 182,980 from the amortization of the prepaid research and development fees. As of
December 31, 2023, accounts payable and accrued expenses related to this research agreement were $ 0.

the Company entered into other research and development agreements. In connection with such agreements, the Company recorded research
and development expenses of $ 71,204 and $ 241,288, respectively.

 On December 31, 2023, future amounts due under
sponsored study and research agreements between the Company and vendors is as follows:

 Year ended December 31,

 Amount

 2024

 $
 725,244

 Total

 $
 725,244

 Joint Venture Agreement with Zyl Therapeutics,
Inc.

 On April 22, 2021 ("Effective Date"),
the Company entered into a Joint Venture Agreement ("JV Agreement") with Zyl Therapeutics, Inc. ("ZTI")
pursuant to which the parties agreed to form a joint venture entity, to be named Ketamine Joint Venture, LLC ("Joint Venture"),
to, among other things, focus on the clinical development of ketamine using ZTI's Z-pod technology ("Venture").
Pursuant to the JV Agreement, the Company shall act as the manager ("Manager") of the Joint Venture. The Joint Venture shall
terminate if the development program does not meet certain specifications and milestones as set forth in the JV Agreement within 30 days
of the date set forth in the JV Agreement. Notwithstanding the foregoing, the Manager may, in its sole discretion, terminate the Joint
Venture at any time.

 Pursuant to the terms of the JV Agreement, (A)
the Company shall contribute (1) $ 225,000 and (2) its expertise and the expertise of its science advisory board and (B) ZTI shall contribute
(1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the know-how and trade secrets
with respect to its Z-pod technology for the loading and release of ketamine, (3) ketamine to be used for clinical purposes, (4)
reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the JV Agreement, 51 % of the interest in
the Joint Venture shall initially be owned by the Company and 49 % of the interest in the Joint Venture shall initially be owned by ZTI,
subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing, in no event shall either
party own more than 60 % of the interest in the Joint Venture. As of December 31, 2023 and 2022 and as of the current date of this report,
the joint venture entity has not been formed yet.

 Furthermore, pursuant to the terms of the JV Agreement,
ZTI shall grant the Joint Venture a sublicense pursuant to its license agreement (the "License Agreement") with Albert Einstein
College of Medicine dated November 27, 2017, in the event that the Company or a third party makes a request indicating that the patented
technology (the "Patented Technology") licensed to ZTI pursuant to the License Agreement is needed to advance the development
of the Joint Venture or it is contemplated or determined that the Patented Technology will be sold. Furthermore, pursuant to the JV Agreement,
ZTI granted the Company an exclusive option to enter into a separate joint venture for the clinical development of psilocybin using ZTI's
Z-pod technology on the same terms and conditions set forth in the JV Agreement, which option expired 24 months after the JV Effective
Date.

 F- 24

 Amended Service Agreement

 On September 10, 2021 ("Effective Date"),
the Company entered into an Amendment Agreement ("Amended Service Agreement") to a certain service agreement dated on September
8, 2020 with the University of Texas ("University") at Austin whereby the University will provide advisory service and assist
the Company on identifying license and sponsored research opportunities for the Company. The Company shall pay the University $ 5,000 per
quarter starting on the Effective Date. Any cost incurred will be reimbursed only after prior written consent by the Company. The term
of the Amended Service Agreement is for 36 months unless earlier terminated by either party upon giving a written notice as defined in
the agreement. During the years ended December 31, 2023 and 2022, the Company paid $ 25,000 and $ 25,000, respectively, related to this
agreement which in included in professional fees on the accompanying consolidated statements of operations.

 NOTE 9 – INCOME
TAXES

 The Company maintains deferred tax assets and
liabilities that reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The deferred tax assets on December 31, 2023 and 2022 consist of net
operating loss carry-forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of
the attainment of future taxable income. As of December 31, 2023 and 2022, the Company had not recorded a liability for any unrecognized
tax positions.

 The items accounting for the difference between
income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2023 and 2022 was as
follows:

 Year Ended

 Year Ended

 2023

 2022

 Income tax benefit at U.S. statutory rate

 $
 ( 777,143
)

 $
 ( 820,796
)

 Income tax benefit – state

 ( 240,544
)

 ( 254,056
)

 Permanent differences

 29,510

 133,994

 Change in valuation allowance

 988,177

 940,858

 Total provision for income tax

 $
 -

 $
 -

 The Company's approximate net deferred tax
asset as of December 31, 2023 and 2022 was as follows:

 2023

 2022

 Deferred Tax Asset:

 Net operating loss carryforward

 $
 2,538,565

 $
 1,550,388

 Total deferred tax asset before valuation allowance

 2,538,565

 1,550,388

 Valuation allowance

 ( 2,538,565
)

 ( 1,550,388
)

 Net deferred tax asset

 $
 -

 $
 -

 The net operating loss carryforward was approximately
$ 9,231,000 on December 31, 2023. Future utilization of the net operating loss carryforward to offset future taxable income is subject
to an annual limitation as a result of ownership changes that may occur in the future. The net operating loss carry forwards may be available
to reduce future years' taxable income. Net loss carryforwards in the amount of $ 9,231,000 from 2018 onwards can be carried over
indefinitely, subject to annual usage limits. Management believes that it appears more likely than not that the Company will not realize
these tax benefits due to the Company's continuing losses for income taxes purposes. Accordingly, the Company has provided a 100 %
valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss carry forwards to reduce the asset to zero.
Management will review this valuation allowance periodically and will make adjustments as necessary. In 2023, the valuation allowance
increased by $ 988,177.

 NOTE 10 – SUBSEQUENT EVENTS

 Stock Repurchase Plan

 On January 9, 2024, the Board of Directors of the
Company approved an extension of the previously announced stock repurchase program authorizing the purchase of up to $ 1 million of the
Company's common stock until March 31, 2024. From January 1, 2024 to March 23, 2024, the Company purchased 62,607 shares of common
stock for a cost of $ 95,682.

 1.18 1.71 0.00 0.02 2284240 3079874

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