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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of report (date of earliest event reported): August 5, 2024
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41488 |
|
82-5089826 |
(State
or other jurisdiction
of incorporation) |
|
Commission
File Number |
|
(IRS
Employer
Identification No.) |
401
Professional Drive, Suite 260
Gaithersburg,
MD 20879
(Address
of principal executive offices) (Zip Code)
(240)
430-4212
(Registrant’s
telephone number, including area code)
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 |
| Common
Stock $0.00001 per share |
|
SHPH |
|
The
Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
On August
6, 2024, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into an amendment agreement
(the “Amendment Agreement”) for purposes of amending the terms of the Securities Purchase Agreement, originally dated January
11, 2023 (the “SPA”), between the Company, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”),
in its capacity as the registered holder of a $4.3 million convertible note (the “Alto Note”) and warrant to purchase 1,018,079
shares of common stock (the “Alto Warrant”) issued by the Company and the Company’s wholly owned subsidiary, Shuttle
Pharmaceuticals, Inc., as guarantor.
Under the
Amendment Agreement, the Company and Alto agreed as follows: (i) that the Company would pay $600,000 (the “Cash Collateral”)
in cash by wire transfer of immediately available funds to Alto, which would be held as collateral on the remaining $1.2 million outstanding
under the Alto Note; (ii) Alto will defer the monthly installment payment due on September 3, 2024 under the Alto Note until the Alto
Note’s March 11, 2025 maturity date; and (iii) Alto would grant a waiver of any default Section 4(a)(xvi) of the Note related to
the restatement and reaudit of the Company’s financial statements for the years ended December 31, 2022 and 2023 (the “Reaudit”).
The Reaudit occurred due to certain errors in the Company’s 2022 financial statements and will require the Company to file an amended
Annual Report on Form 10-K/A for the period ended December 31, 2023 (the “Form 10-K/A”) and an amended Quarterly Report on
Form 10-Q/A for the period ended March 31, 2024. On August 6, 2024, the Company provided the $600,000 Cash Collateral to Alto.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which agreement
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the 2024 annual meeting of stockholders of Shuttle Pharmaceuticals
Holdings, Inc. (the “Company”) held on July 31, 2024 (the “Annual Meeting”),
the Company’s stockholders approved a proposal authorizing the board of directors of the Company (the “Board”), in
its sole discretion, to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value, $0.00001
per share (the “Common Stock”), at a reverse split ratio in the range of one-for-three (1:3) to one-for-eight
(1:8), as determined by the Board, whereby every three to eight shares of the authorized, issued and outstanding Common Stock
will be combined into one share of authorized, issued and outstanding Common Stock. The voting results of the Annual Meeting were reported
on a Form 8-K filed with the Securities and Exchange Commission on August 1, 2024.
Pursuant
to such authority granted by the Company’s stockholders at the Annual Meeting, the Board approved a one-for-eight (1:8) reverse
stock split (the “Reverse Stock Split”) of the Common Stock on August 5, 2024 and on August 6, 2024, the Company filed
a certificate of amendment to amend the certificate of incorporation of the Company (the “Certificate of Amendment”) with
the Secretary of State of the State of Delaware, with
an effective date of August 13, 2024 (the “Effective Date”). The Reverse Stock Split will become effective at the start of
trading on August 13, 2024 (the “Effective Time”). When the Reverse Stock Split becomes effective, every eight (8) shares
of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified
into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares
of Common Stock issuable upon the exercise or vesting of the Company’s outstanding warrants and restricted stock units in proportion
to the ratio of the Reverse Stock Split and causes a proportionate increase in the exercise prices of such stock options. The Reverse
Stock Split did not change the total number of authorized shares of Common Stock or preferred stock.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional
share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Common Stock
in lieu of such fractional share.
VStock
Transfer LLC is acting as exchange agent for the Reverse Stock Split and will notify stockholders of record regarding the Reverse Stock
Split. Stockholders who hold their shares in book-entry form or in “street name” (through
a broker, bank or other holder of record) are not required to take any action.
Commencing
on August 13, 2024, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted
basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 825693302.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 8.01 Other Events.
To the extent required by
this Item 8.01 of Form 8-K, the information regarding the Reaudit contained in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference herein. The Company intends to conduct an equity offering in the near term to fund its upcoming Phase 2 clinical trials,
and will be filing a registration statement on Form S-1, as well as a shelf registration statement on Form S-3, as soon as it has filed
its Annual Report on Form 10-K/A for the period ended December 31, 2023, its Form 10-Q/A for the period ended March 31, 2024, and its
Quarterly Report on Form 10-Q for the period ended June 30, 2024.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
| Dated:
|
August
7, 2024 |
|
| |
|
|
| SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
Timothy J. Lorber |
|
| Name:
|
Timothy
J. Lorber |
|
| Title: |
Chief
Financial Officer |
|
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
The
undersigned, being the Chief Executive Officer of Shuttle Pharmaceuticals Holdings, Inc., a corporation organized and existing under
the laws of the State of Delaware (the “Corporation”), does hereby amend and certify as follows:
1.
That the name of the Corporation is Shuttle Pharmaceuticals Holdings, Inc. and that the Corporation was originally incorporated pursuant
to the Delaware General Corporation Law (“GCL”) on April 5, 2018.
2.
That this Certificate of Amendment, which is being filed to amend the Corporation’s amended and restated certificate of incorporation,
dated June 8, 2018 (the “Amended and Restated Certificate of Incorporation”), as amended on March 31, 2022 and June 22, 2022,
has been duly adopted by the Corporation’s board of directors and stockholders in accordance with the provisions of section 242
and 245 of the GCL.
Article
FOURTH of the Amended and Restated Certificate of Incorporation will be amended to replace Section 4.5 as follows:
“4.5.
Reverse Stock Split. Upon the effectiveness (the “Effective Time”) of this Certificate of Amendment pursuant
to Section 242 of the General Corporation Law of the State of Delaware, each eight shares of the Corporation’s common stock, par
value of $0.00001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”)
shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined
and changed into one (1) fully paid and nonassessable share of common stock, par value of $0.00001 per share (the “New Common
Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”).
From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common
Stock into which such Old Common Stock shall have been combined pursuant to this Certificate of Amendment. Holders who otherwise would
be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled
to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.”
3.
That this Certificate of Amendment shall be effective as of August 13, 2024.
4.
Except as set forth in this Certificate of Amendment, the Amended and Restated Certificate of Incorporation, as previously amended, remains
in full force and effect.
IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 6th
day of August, 2024
| |
/s/
Anatoly Dritschilo |
| |
Anatoly
Dritschilo |
| |
Chief
Executive Officer |
Exhibit
10.1
Amendment
Agreement
This
Amendment Agreement (this “Amendment”), dated as of August 6, 2024, is made by and between Alto Opportunity Master
Fund, SPC – Segregated Master Portfolio B, in its capacity as the registered holder (the “Holder”), Shuttle
Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”) and each Guarantor signatory hereto.
WHEREAS,
the Company and the Buyers entered into that certain Securities Purchase Agreement, (as amended on May 10, 2023, and June 5, 2023, and
as may be subsequently amended, amended and restated or modified after the date hereof, the “Securities Purchase Agreement”),
dated as of January 11, 2023, pursuant to which the Company and the Holder purchased from the Company that certain Warrant to Purchase
Common Stock, as amended, and that certain Senior Secured Convertible Note due March 11, 2025 (as amended on May 10, 2023, and June 5,
2023, and as may be subsequently amended, amended and restated or modified after the date hereof, the “Note”).
WHEREAS,
as an Event of Default has occurred and is continuing under Section 4(a)(xvi) of the Note as a result of the matters disclosed in the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2024 (the “Subject
Default”).
NOW,
THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
| 1. |
Definitions.
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the Securities
Purchase Agreement or the Note, as applicable. |
| |
|
| 2. |
Cash
Collateral. |
| |
(a) |
On
the date hereof, the Company shall deliver $600,000 (the “Cash Collateral”) in cash by wire transfer of immediately
available funds to the Collateral Agent. As further security for the Company’s obligations under the Note and the other Transaction
Documents, the Company hereby grants the Collateral Agent a lien and security interest in, and right of set off against, the Cash
Collateral. The Cash Collateral will be held in a general account of the Collateral Agent at HSBC Bank, will not be segregated and
may be co-mingled with the Collateral Agent’s other funds (the “Collateral Agent’s Account”). |
| |
|
|
| |
(b) |
The
Company understands and acknowledges that the Company shall not have any access to the Collateral Agent’s Account and the Collateral
Agent is the sole party authorized to withdraw amounts from, to draw upon, or to otherwise exercise any powers with respect to the
Collateral Agent’s Account and/or the funds deposited therein. |
| |
(c) |
If
the amount of Cash Collateral on deposit in the Collateral Agent’s Account at any time exceeds the Outstanding Value of the
Note, then the Collateral Agent shall promptly deliver to the Company the portion of the Cash Collateral that exceeds the Outstanding
Value of the Note. |
| |
|
|
| |
(d) |
Upon
the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to apply the Cash Collateral
to the Outstanding Value of the Note and the Company’s other obligations under the Transaction Documents in such order as the
Collateral Agent determines. In addition to, and without limiting the foregoing, the Collateral Agent shall also be entitled to exercise
any other remedies available to the Collateral Agent under the Transaction Documents or under applicable law. |
| |
|
|
| |
(e) |
For
the avoidance of all doubt, the Cash Collateral shall be deemed “Available Cash” for purposes of Section 15(t) of the
Note. |
| 3. |
September
2024 Installment. Effective as of the Collateral Agent’s receipt of the Cash Collateral, the Holder agrees to defer the
entire Installment Amount due and payable on September 3, 2024, until the Maturity Date. |
| |
|
| 4. |
Waiver.
Effective as of the Collateral Agent’s receipt of the Cash Collateral, the Holder waives the Subject Default. For the avoidance
of doubt, the foregoing is a one-time waiver of solely the Subject Default and shall not be deemed a continuing waiver of Section
4(a)(xvi) of the Note or any other provisions of the Note or the other Transaction Documents. |
| |
|
| 5. |
Acknowledgements.
The Company and each Guarantor hereby acknowledges, agrees, represents and warrants as follows: |
| |
(a) |
The
Securities Purchase Agreement, the Note, the Warrant and the other Transaction Documents are legal, valid, binding and enforceable
against the Company and each Guarantor in accordance with their respective terms. |
| |
(b) |
The
Company’s and each Guarantor’s respective obligations under the Transaction Documents are not subject to any setoff,
deduction, claim, counterclaim or defenses of any kind or character whatsoever. |
| |
|
|
| |
(c) |
The
Holder and the Collateral Agent have valid, enforceable and perfected security interests in and liens on the Collateral (as defined
in the Security Agreement), as to which there are no setoffs, deductions, claims, counterclaims, or defenses of any kind or character
whatsoever. |
| |
|
|
| |
(d) |
The
Holder and the Collateral Agent have honored their obligations under the Transaction Documents and have at all times acted reasonably
under the circumstances. |
| |
|
|
| |
(e) |
Except
for the Subject Default, (x) no Event of Default under the Note has occurred and is continuing and (y) each of the Company’s
representations and warranties set forth in the Securities Purchase Agreement are true and correct as if made on the date of this
Amendment. |
| 6. |
No
Waivers, Modifications. Except for the waiver expressly set forth herein, nothing contained in this Amendment shall be deemed
or construed to amend, supplement, modify or waive any other provisions of the Transaction Documents or otherwise affect the rights
and obligations of any party thereto, all of which remain in full force and effect. |
| |
|
| 7. |
Transaction
Document. The parties hereto hereby agree that the term “Transaction Documents” shall be deemed to include this Amendment,
as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, for purposes of the Securities
Purchase Agreement and all Transaction Documents, as amended by this Amendment. |
| |
|
| 8. |
Successors
and Assigns. This Amendment shall inure to the benefit of and be binding upon the Company, the Guarantors and the Holder, and
each of their respective successors and assigns. |
| |
|
| 9. |
Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree
that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding
or dispute arising out of this Amendment and the parties submit to the personal jurisdiction of such courts. |
| |
|
| 10. |
Counterparts.
This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party
hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this
Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
|
| 11. |
Disclosure/8-K
obligation. The Company will disclose the material terms of this Amendment and the transactions contemplated hereby and thereby
and attaching this Amendment as an exhibit thereto by not later than 9:00 a.m. on the Trading Day immediately following the execution
of this Amendment, or such earlier time as may be required by law, by means of a Form 8-K filed with the Commission, which shall
be subject to review and comment by the Holder (the “Form 8-K”). The Form 8-K shall also include disclosure regarding
the Company’s intention to sell equity securities pursuant to a registered offering on Form S-1 in the near future. Upon the
filing of such Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all “material, non-public
information” delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors,
employees or agents and the Company expressly acknowledges and agrees that the Holder shall not have any duty of confidentiality
with respect to any material, non-public information regarding the Company or any of its Subsidiaries. |
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| |
Company: |
| |
|
|
| |
SHUTTLE PHARMACEUTICALS HOLDINGS,
INC., as Company
|
| |
|
|
| |
By |
/s/
Anatoly Dritschilo |
| |
Name: |
Anatoly
Dritschilo, M.D. |
| |
Title: |
Chief
Executive Officer |
| |
Guarantor: |
| |
|
|
| |
SHUTTLE PHARMACEUTICALS, INC., as
Guarantor
|
| |
|
|
| |
By |
/s/
Anatoly Dritschilo |
| |
Name: |
Anatoly
Dritschilo, M.D. |
| |
Title: |
Chief
Executive Officer |
| |
Holder: |
| |
|
|
| |
ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B,
as a Holder and Collateral Agent
|
| |
|
|
| |
By |
/s/
Waqas Khatri |
| |
Name: |
Waqas
Khatri |
| |
Title: |
Director |
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Shuttle Pharmaceuticals (NASDAQ:SHPH)
過去 株価チャート
から 10 2024 まで 11 2024
Shuttle Pharmaceuticals (NASDAQ:SHPH)
過去 株価チャート
から 11 2023 まで 11 2024
