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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): 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.
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 |
|
|
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