Shuttle Pharmaceuticals Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in our Current Report on Form 8-K, filed on October 17, 2024, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), commenced an up to $1.3 million offering (the “Offering”) of 5% original issue discount senior secured convertible notes (“Notes”) and warrants (“Warrants”), closing on an initial $600,000 in investments on October 14, 2024 (the “First Closing”). On October 21, 2024, the Company closed on an additional $231,579 in Notes and Warrants purchased in the Offering (the “Second Closing”), receiving an additional $220,000 in proceeds and bringing the Offering to a close after receiving a total of $790,000 in gross proceeds, including $237,500 invested by the Company’s Chief Executive Officer, Dr. Anatoly Dritschilo, in the First Closing. In the Second Closing, two accredited investors purchased a total of $231,579 in Notes and 88,544 Warrants, exercisable at $1.49 per share, or 125% of the closing price of the Company’s common stock on the day prior to closing.
A more detailed description of the terms of the Offering, and the summary terms of the related purchase agreement (the “Purchase Agreement”), Notes and Warrants are incorporated by reference to our Current Report on Form 8-K filed on October 17, 2024 (the “Previous Current Report”), and the full text of such documents are incorporated by reference to Exhibits 10.1. 10.2 and 10.3 to the Previous Current Report.
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement, the Notes and Warrants, including the Previous Current Report, is incorporated herein by reference. The Notes and underlying shares of common stock, and the Warrants and underlying shares of common stock, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and similar exemptions under applicable state laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 17, 2024). | |
| 10.2 | Form of Senior Secured Convertible Notes (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 17, 2024). | |
| 10.3 | Form of Common Warrants (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 17, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHUTTLE PHARMACEUTICALS HOLDINGS, INC. | ||
| Dated: October 25, 2024 | ||
| By: | /s/ Timothy Lorber | |
| Name: | Timothy Lorber | |
| Title: | Chief Financial Officer | |