Current Report Filing (8-k)
May 11 2023 - 8:13AM
Edgar (US Regulatory)
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0001757499
2023-05-08
2023-05-08
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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): May 8, 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.
Amendment
to Alto Agreement
On
May 10, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into an amendment
agreement (the “Amendment Agreement”) to 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 (“Shuttle Pharma”). (The Alto Note, Alto Warrant and the SPA are referred to
herein as the “Transaction Documents”).
Under
the Amendment Agreement, the Company and Alto amended the Transaction Documents as follows: (i) amended and restated Section 2 of the
Alto Warrant so as to remove a provision that would have potentially required an adjustment to the number of warrant shares exercisable
under the Warrant, (ii) stipulated that the Company would obtain majority shareholder approval to issue up to an additional $10 million
in convertible notes (the “Subsequent Notes”) and warrants (the “Subsequent Warrants”) equal to 42.5% of the
outstanding principal value of the Subsequent Notes, which Subsequent Note and Subsequent Warrant would be sold to Alto on substantially
the same terms as the existing Alto Note and Alto Warrant (each as amended by the Amendment Agreement) and upon conversion and/or exercise
would cause the potential issuance of in excess of 19.9% of the Company’s issued and outstanding stock, (iii) that, upon obtaining
majority stockholder approval, the Company would file a Schedule 14C related to such potential issuance of the shares of common stock
related to the potential sale of the Subsequent Notes and Subsequent Warrants to Alto within 30 calendar days of entry into the Amendment
Agreement, and (iv) stipulated that Alto would release $1,500,000 in cash collateral to the Company, with $1,000,000 to be released to
the Company immediately upon singing of the Amendment Agreement and $500,000 to be released upon the Company’s filing of the Schedule
14C. The Company obtained majority stockholder consent to the potential sale of the Subsequent Notes and Subsequent Warrants to Alto
in advance of entry into the Amendment Agreement.
The
foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Amendment Agreement, which agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
Award
of Patent
On
May 8, 2023, the Company received notice that Shuttle Pharma’s U.S. Patent Application No. 16/475,999 had been approved by the
U.S. Patent and Trademark Office (“USPTO”) and that Shuttle Pharma will be issued U.S. Patent No. 11,654,157, “Methods
And Compositions For Cancer Therapies That Include Delivery Of Halogenated Thymidines And Thymidine Phosphorylase Inhibitors In Combination
With Radiation.” The USPTO will issue the patent on May 23, 2023, after which time the patent will be downloadable from the USPTO’s
website.
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:
May 11, 2023 |
|
|
|
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Anatoly Dritschilo |
|
Name:
|
Anatoly
Dritschilo |
|
Title: |
Chief
Executive Officer |
|
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