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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): September
9, 2026
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)
(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
3.02 Unregistered Sales of Equity Securities.
As
previously disclosed, on September 9, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) held a Special Meeting
of Stockholders (the “Meeting”) pursuant to which, among other things, the stockholders of the Company approved the issuance
of securities of the Company as described in that Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities
and Exchange Commission (the “SEC”) on August 13, 2026, as supplemented (the “Proxy Statement”). The voting results
of the Meeting were reported on a Current Report on Form 8-K filed with the SEC on September 11, 2026.
As
of September 14, 2026, the Company issued an aggregate of (a) 2,869,595 shares of the Company’s common stock, par value $0.00001
per share (“Common Stock”), upon the conversion of certain of its issued and outstanding shares of Series B-1 Preferred Stock
(the “B-1 Preferred Stock”) and (b) 867,887 shares of Common Stock upon the conversion of certain of its issued and outstanding
shares of Series B-2 Preferred Stock (the “B-2 Preferred Stock” and with the B-1 Preferred Stock, the “Preferred Stock”).
The issuance of such shares of Common Stock takes into account the 4.99% beneficial ownership limitations set forth in the Preferred
Stock. Also as a result of the approval of the issuance of securities of the Company as described in the Proxy Statement, as of September
9, 2026, the Company issued common stock purchase warrants (the “Warrants”) to purchase an aggregate of approximately 927,114
shares of Common Stock exercisable for a period of three years at an exercise price of $10.30 per share (post-reverse split), and pre-funded
warrants (the “Pre-Funded Warrants”) to purchase an aggregate of approximately 16,932,508 shares of Common Stock.
Copies
of the form of Warrant and form of Pre-Funded Warrant were filed as Exhibits 4.1 and 4.2, respectively, to the Company’s Current
Report on Form 8-K filed with the SEC on May 1, 2026, and are incorporated herein by reference, and the foregoing description of the
Warrants and Pre-Funded Warrants is qualified in its entirety by reference thereto.
The
issuance of the securities set forth in this Item 3.02 has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form
of Common Stock Purchase Warrant (1) |
| 4.2 |
|
Form
of Pre-Funded Warrant (1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
| (1) |
Incorporated by reference to the Company’s Current
Report on Form 8-K filed on May 1, 2026. |
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: September 15, 2026 |
|
|
| |
|
|
| |
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Christopher Cooper |
| |
Name: |
Christopher Cooper |
| |
Title: |
Co-Chief Executive Officer |
