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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): November 3, 2025
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)
N/A
(Former
name or former address, if changed since last report.)
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.
Securities
Purchase Agreement
On
November 3, 2025, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the
“Purchase Agreement”) with the purchaser named therein (the “Purchaser”), pursuant to which the Company agreed
to issue and sell to the Purchaser in a private placement transaction (the “Offering”) a pre-funded warrant (the “Pre-Funded
Warrant”) to purchase up to 625,156 shares of common stock of the Company, par value $0.00001 per share (the “Common Stock”)
for aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees to WestPark Capital, Inc. (the “Placement
Agent”) and offering expenses payable by the Company. The Offering closed on November 4, 2025.
The
Pre-Funded Warrant has an exercise price of $0.001 per share of Common Stock, subject to proportional adjustments in the event of stock
splits or combinations or similar events, is immediately exercisable on the date of issuance and remains exercisable until exercised
in full. The holder of the Pre-Funded Warrant may not exercise the Pre-Funded Warrant if the holder, together with its affiliates,
would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
The holder of the Pre-Funded Warrant may increase or decrease such percentage not in excess of 9.99%, and in the case of an increase,
by providing at least 61 days’ prior notice to the Company.
Pursuant
to the Purchase Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with the U.S.
Securities and Exchange Commission (the “SEC”) on or before the date that is fifteen (15) days after the date of the Purchase
Agreement for purposes of registering the resale of the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrant and
to have such Registration Statement declared effective on or before the date that is forty-five (45) days after the date of the Purchase
Agreement (or seventy-five (75) days if the SEC determines to review the Registration Statement).
The
issuance and sale of the Pre-Funded Warrant was not registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws. The Pre-Funded Warrant was issued in reliance on the exemption from registration provided by Section 4(a)(2)
under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.
Pursuant
to the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed
issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement
thereto, other than as contemplated by the Purchase Agreement, from the date of the closing of the Offering and for a period of fifteen
(15) days thereafter.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, and indemnification obligations of the
Company and the Purchaser, and other obligations of the parties. The representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the
parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection
with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality
and knowledge applicable to the contracting parties that differ from those applicable to investors generally. Investors should not rely
on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition
of the Company.
Placement
Agency Agreement
The
Company entered into a Placement Agency Agreement with the Placement Agent, dated November 3, 2025, pursuant to which the Placement Agent
agreed to act as the exclusive placement agent for the Company in connection with the Offering (the “Placement Agency Agreement”).
Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee of 4% of the gross proceeds from the Offering.
The
Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions.
Item
3.02. Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K related to the Pre-Funded Warrant is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of November 3, 2025, between Shuttle Pharmaceuticals Holdings, Inc. and the Purchaser (as defined therein) |
| 10.2 |
|
Placement Agency Agreement, dated November 3, 2025, between Shuttle Pharmaceuticals Holdings, Inc. and WestPark Capital, Inc. |
| 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. |
| |
|
| Date:
November 7, 2025 |
By: |
/s/
Christopher Cooper |
| |
|
Christopher
Cooper |
| |
|
Interim
Chief Executive Officer |
