Current Report Filing (8-k)
March 22 2023 - 9:02AM
Edgar (US Regulatory)
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0001757499
2023-03-16
2023-03-16
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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): March 16, 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.) |
One
Research Court, Suite 450
Rockville,
Maryland 20850
(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 Definitive Agreement
On
March 16, 2023, Shuttle Pharmaceuticals Inc. (“Shuttle Pharma”), a Maryland corporation and the wholly-owned subsidiary of
Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a research agreement (the “Research
Agreement”) with Georgetown University (“Georgetown”) for testing small molecule radiation sensitizers and immune activation
candidates discovered and developed by Shuttle Pharma in cell-based and animal xenograft models. Under the Research Agreement, Georgetown
will provide researching and testing services to Shuttle Pharma for a total estimated cost of $128,400. The Research Agreement
has a term of one year from April 1, 2023 through March 31, 2024.
In
conjunction with the Research Agreement, Shuttle Pharma entered into a material transfer agreement (the “MTA”), dated March
21, 2023, with Georgetown. Under the MTA, Shuttle Pharma agreed to transfer research quantities of candidate drug molecules to
Georgetown, which Materials will be used by Georgetown solely to carry out additional research for Shuttle Pharma and which Materials
shall at all times remain the property of Shuttle Pharma.
The
foregoing summaries of each of the Research Agreement and the MTA do not purport to be complete and is each qualified in its entirety
by reference to the Research Agreement and MTA, which are attached as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
March 21, 2023, the Company’s audit committee selected FORVIS LLP (the “New Accountant”) to serve as the
Company’s independent registered public accounting firm for the review of its Quarterly Reports on Form 10-Q and Annual Report
on Form 10-K for the year ending December 31, 2023. As a result, the audit committee determined that BF Borgers CPA PC (the
“Former Accountant”) would no longer serve as the Company’s independent registered public accounting firm,
effective as of March 21, 2023.
The
Former Accountant’s audit report on our financial statements for the years ended December 31, 2021 and 2022 contained no adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that
the audit report on the financial statements of the Company for the year ended December 31, 2021 contained an uncertainty about the Company’s
ability to continue as a going concern (the “Going Concern Opinion”). The Former Auditor’s Going Concern Opinion was
resolved following the Company’s completion of its approximately $11.4 million initial public offering in September 2022 and subsequent
$4.0 million private placement in January 2023.
For
the years ended December 31, 2022 and 2021 and through the date of this Current Report on Form 8-K, the Company had no “disagreements”
(as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) with the Former Accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the
satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for
such periods.
There
were no reportable events for the years ended December 31, 2022 or 2021 and through the date of this Current Report on Form 8-K, there
were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K.
Prior
to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting
principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as
those terms are defined in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K, respectively).
On
March 21 2023, the Company provided the Former Accountant with the disclosures contained in this Current Report on Form 8-K
disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former
Accountant’s response is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
On
March 22, 2023, the Company posted an updated investor presentation on its website at www.shuttlepharma.com. A copy of the updated investor
presentation is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item
8.01 Other Events
On
March 22, 2023, the Company issued a press release announcing that Shuttle Pharma entered into the Research Agreement set forth
in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
by reference herein.
The information set forth
in Item 7.01 and Item 8.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item
10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such
filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Research Agreement, dated March 16, 2023, between Shuttle Pharmaceuticals, Inc. and Georgetown University |
10.2 |
|
Material
Transfer Agreement, dated March 21, 2023, between Shuttle Pharmaceuticals, Inc. and Georgetown University |
16.1 |
|
Letter from BF Borgers CPA PC to
the Securities and Exchange Commission |
99.1 |
|
Press Release of Shuttle Pharmaceuticals Holdings, Inc. dated March 22, 2023 |
99.2 |
|
Investor Deck, dated March 22, 2023 |
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.
Dated:
March 22, 2023 |
|
|
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SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Anatoly Dritschilo |
|
Name:
|
Anatoly
Dritschilo |
|
Title: |
Chief
Executive Officer |
|
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