Shuttle Pharmaceuticals Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2025, Dr. Anatoly Dritschilo, resigned as Chief Scientific Offer and director of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”), effective immediately. Dr. Dritschilo’s resignation was not as a result of any disagreement with the Board or the Company.
On May 9, 2025, Michael P. Vander Hoek submitted his resignation from the position of Vice President, Regulatory, of the Company, effective June 10, 2025. Mr. Vander Hoek’s resignation was not as a result of any disagreement with the Board or the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2025, the Company held its virtual 2025 Annual Meeting of Stockholders Meeting (the “Meeting”).
As of March 13, 2025, the record date for the Meeting, there were 6,257,693 shares of the Company’s common stock issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 4,178,024 shares of the voting stock entitled to vote at the Meeting were represented in person or by proxy, representing approximately 66.8% of the outstanding shares, and thereby a quorum was present for the Meeting.
The final results for each of the matters considered at the Meeting were as follows:
Proposal No. 1: Election of Directors
| Name | Votes For | Votes Against | Withheld | Broker Non-Votes | ||||
| Anatoly Dritschilo | 2,619,600 | 0 | 480,017 | 1,078,407 | ||||
| Steven Richards | 2,619,666 | 0 | 482,951 | 1,078,407 | ||||
| George Scorsis | 1,893,996 | 0 | 1,205,621 | 1,078,407 | ||||
| Oleh Nabyt | 2,428,743 | 0 | 670,874 | 1,078,407 | ||||
| Joseph Tung | 1,892,605 | 0 | 1,207,012 | 1,078,407 |
A plurality of the votes cast is required for election of directors. . Accordingly, Proposal 1 was approved and each of the five nominees elected at the Meeting will commence their term at the end of the Meeting and serve until the next Meeting, or until a successor has been elected and qualified, or until such director’s earlier resignation or removal. As indicated in Item 5.02, Dr. Anatoly Dritschilo tendered his resignation after the Meeting from his role as Chief Scientific Offer and director effective immediately.
Proposal No. 2: Ratification of Appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions/Withheld | ||
| 3,176,560 | 819,085 | 182,379 |
A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required for approval. Accordingly, Proposal 2 was approved.
Proposal No. 3: Advisory Vote on Executive Compensation (“Say on Pay”)
| Votes For | Votes Against | Abstentions/Withheld | Broker Non-Votes | |||
| 2,542,575 | 469,312 | 87,730 | 1,078,407 |
| 2 |
This vote is advisory, and therefore not binding on the Company, the Compensation Committee, or the Board of Directors. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.
Proposal No. 4: Authorization of the Board of Directors to amend the Company’s amended and restated certificate of incorporation to effect a Reverse Stock Split of the Company’s issued and outstanding common stock by a ratio in the range of 1-for-3 to 1-for-100.
| Votes For | Votes Against | Abstentions/Withheld | ||
| 3,090,168 | 864,467 | 223,389 |
A majority of the votes cast was required for approval. Accordingly, Proposal 4 was approved.
Proposal No. 5: The approval of the first amendment to Shuttle Pharmaceuticals Holdings, Inc.’s 2018 Equity Incentive Plan to increase the amount of shares reserved for issuance by 5,000,000 shares of common stock.
| Votes For | Votes Against | Abstentions/Withheld | Broker Non-Votes | |||
| 2,522,161 | 492,378 | 85,078 | 1,078,407 |
A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required for approval. Accordingly, Proposal 5 was approved.
Proposal No. 6: The approval of the issuance of more than 19.99% of our common stock upon conversion of certain convertible notes in compliance with Nasdaq Listing Rule 5635(d).
| Votes For | Votes Against | Abstentions/Withheld | Broker Non-Votes | |||
| 2,771,322 | 240,834 | 87,461 | 1,078,407 |
A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required for approval. Accordingly, Proposal 6 was approved.
Proposal No. 7: approval of the issuance of more than 20% of our common stock upon the offering, sale and subsequent conversion of convertible preferred stock or common stock in accordance with Nasdaq Listing Rule 5635(d).
| Votes For | Votes Against | Abstentions/Withheld | Broker Non-Votes | |||
| 2,545,615 | 182,894 | 371,108 | 1,078,407 |
A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required for approval. Accordingly, Proposal 7 was approved.
Proposal No. 8: Approval of the issuance of more than 20% of our common stock upon the issuance of common stock under a planned equity line of credit agreement in accordance with NASDAQ Listing Rule 5635(d).
| Votes For | Votes Against | Abstentions/Withheld | Broker Non-Votes | |||
| 2,549,850 | 388,450 | 161,317 | 1,078,407 |
A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required for approval. Accordingly, Proposal 8 was approved.
| 3 |
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: May 15, 2025 | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Interim Chief Executive Officer | |
| 4 |