Form 8-K - Current report

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): October 1, 2023

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 October 1, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a consulting agreement (the “Consulting Agreement”) with Joseph D. Armstrong, III, Ph.D., one of the members of the Company’s scientific advisory board (the “Scientific Advisory Board”). Pursuant to the terms of the Consulting Agreement, Dr. Armstrong, Chief Operating Officer of one of our partners, TCG Greenchem, Inc., will continue his service on our Scientific Advisory Board, and will provide his expertise on the scale-up and manufacturing of certain drug formulations, including identifying manufacturing processes that may be suitable for additional Company intellectual property for the Company’s products. In addition, Dr. Armstrong will assist Company leadership in preparing for meetings with the FDA, among other services.

As compensation for his services, Dr. Armstrong will be paid $1,500 per day for work performed, will be reimbursed for reasonable travel expenses in accordance with Company policy, and will receive 100,000 restricted stock units (“RSUs”), which will be issuable under the Company’s 2018 equity incentive plan and will vest as follows: one-third upon entry into the Consulting Agreement, one-third on the first anniversary of the Consulting Agreement and one-third on the second anniversary of the Consulting Agreement. Dr. Armstrong will perform services for the Company under the Consulting Agreement on an as needed basis.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Consulting Agreement, dated October 1, 2023, between Shuttle Pharmaceuticals Holdings, Inc. and Joseph Armstrong.
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 5, 2023

	By:	/s/ Anatoly Dritschilo
	Name:	Anatoly Dritschilo
	Title:	Chief Executive Officer

Exhibit 10.1

Shuttle Pharmaceuticals, Inc.

One Research Court, Suite 450

Rockville, MD 20850

Scientific Advisory Board

CONSULTING CONTRACT

This Consulting Contract (“Contract’’) is entered into by Shuttle Pharmaceuticals, Inc. (“Company”) and Joseph Armstrong, PhD (“Consultant”) this 1st day of October 2023 which will serve as the Effective Date. This agreement supersedes all prior written or verbal agreements.

TERMS

1. WORK TO BE PERFORMED.

	a.	Consultant will participate as a member of the Shuttle Pharmaceuticals, Inc. Scientific Advisory Board. Consultant will attend annual (in person or via teleconference) meetings, review data and provide advice to Company.

	b.	Furthermore, in other work, Consultant will provide expertise of the scale-up and manufacturing of drug API, CMC and formulation. Consultant will identify manufacturing processes that may be suitable for additional Company intellectual property for Company’s products. Consultant will assist the leadership in meetings with the FDA and potential investors as a subject matter expert.

2. COMPENSATION.

Company and Consultant agree that Company shall compensate Consultant at a rate of $ 1,500 per day for work performed pursuant to Section 1, above and reimburse reasonable travel expenses based on Company’s travel policy.

In addition, as a success fee for other work in section 1, consultant will be granted restricted stock units (“Restricted Stock Units”) for 100,000 shares of stock issuable under the Company’s 2018 Equity Incentive Plan, with the following vesting schedule: 1/3 of the Restricted Stock Units will vest upon the date of the Effective Date and the remaining Restricted Stock Units will vest annually in one-third increments commencing on the first anniversary date of the date of your appointment to the Board (SAB), in accordance with the terms of a separate Restricted Stock Unit Award Agreement between you and the Company. Any unvested Restricted Stock Units will expire upon termination of your service. In addition:

You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).

3. DURATION.

Company and Consultant agree that the work relationship will expire one year from the date of execution of this Contract. Company and Consultant may extend the contract by mutual written agreement.

4. INDEPENDENT CONTRACTOR RELATIONSHIP.

Consultant’s relationship with Company will be that of an independent contractor, and nothing in this Contract is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between Company and Consultant. No part of Consultant’s compensation will be subject to withholding by the Company for the payment of any social security, federal, states or-any other employee payroll taxes.

5. OWNERSHIP OF WORK PRODUCT.

Consultant agrees that all work product developed by him alone or in conjunction with others in connection with the performance of services pursuant to this Agreement is and shall be the sole property of Company, and Consultant shall retain no ownership, interest, or rights therein. Work product includes but is not limited to reports, graphics, memoranda, slogans, and taglines.

Shuttle Pharmaceuticals, Inc.

One Research Court, Suite 450

Rockville, MD 20850

6. CONFIDENTIALITY.

6.1 Definition of Confidential Information. “CONFIDENTIAL INFORMATION” as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and Company information related to the past, current, future, and proposed services of Company and includes, without limitation, Company property, and Company’s information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information.

6.2 Nondisclosure and Nonuse Obligations. Consultant agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, Consultant shall neither use nor disclose the Confidential Information. Consultant may use the Confidential Information solely to perform consulting services under this Contract for the benefit of Company.

6.3 Exclusion from Non-disclosure and Non-use Obligations. Consultant’s obligations under Section 6.2 (“NONDISCLOSURE AND NONUSE OBLIGATIONS”) with respect to any portion of the confidential Information shall not apply to any such portion that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such portion was communicated to Consultant by Company; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by Company; or ( c) was developed by Consultant independently of and without reference to any information communicated to Consultant by Company. A disclosure of Confidential Information by Consultant, either, (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Consultant shall provide prompt written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.

6.4 Non-Compete Provision. As additional protection for Proprietary Information, Consultant agrees that during the period over which he is (or is supposed to be} providing Services and for one year thereafter, (i) Consultant will not encourage or solicit any employee or consultant of Company to leave Company for any reason, and (ii) Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company.

6.5. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

Shuttle Pharmaceuticals, Inc.

One Research Court, Suite 450

Rockville, MD 20850

7. GENERAL PROVISIONS.

7.1. Governing Law. This Contract shall be governed in all respects by the laws of the United States of America and by the laws of the State of Maryland. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Maryland, as applicable, for any matter arising out of or relating to this Contract, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Maryland, such personal jurisdiction shall be nonexclusive.

7.2 Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the ‘legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

7.3 Injunctive Relief for Breach. Consultant agrees that his obligations under this Agreement are of a unique character that gives them particular value; Consultant’s breach of any of such obligations will result in irreparable and continuing damage to Company for which there will be no adequate remedy at law; and, in the event of such breach, Company will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper, including monetary damages if appropriate.

8. TERMINATION.

If either party materially breaches a material provision of this Contract, the other party may terminate this Contract upon five (5) days written notice unless the breach is cured within the notice period. Company may also terminate this Contract at any time, with or without cause, upon ten (10) days’ notice, but, if (and only if) the Company elects to tenninate the Contract without cause, Company shall upon termination pay Consultant all unpaid and undisputed amounts due for services completed prior to notice of termination. Sections 8 and 7 of this Contract and any remedies for breach of this Contract shall survive any termination or expiration.

(Signatures on next page)

Shuttle Pharmaceuticals, Inc.

One Research Court, Suite 450

Rockville, MD 20850

FOR COMPANY		CONSULTANT

/s/ Anatoly Dritschilo		/s/ Joseph D. Armstrong, III
Anatoly Dritschilo, M.D.		Joseph D. Armstrong, III, Ph.D.
CEO

Cover	Oct. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2023
Entity File Number	001-41488
Entity Registrant Name	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Entity Central Index Key	0001757499
Entity Tax Identification Number	82-5089826
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	401 Professional Drive
Entity Address, Address Line Two	Suite 260
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20879
City Area Code	(240)
Local Phone Number	430-4212
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.00001 per share
Trading Symbol	SHPH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false