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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 5, 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)
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.
On
March 5, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) priced its recently announced public offering
(the “Offering”) of 2,238,800 shares of the Company’s common stock par value $0.00001 per share (the “Common
Stock”), and pre-funded warrants to purchase up to 4,761,200 shares of Common Stock (the “Pre-Funded Warrants”)
for aggregate gross proceeds of approximately $3.5 million, before deducting placement agent fees and other offering expenses.
The Offering closed on March 9, 2026.
Securities
Purchase Agreement
In
connection with the Offering, the Company entered into a Securities Purchase Agreement, dated March 5, 2026 (the “Purchase
Agreement”), by and among the Company and the purchasers named therein, pursuant to which the Company agreed to issue and sell
the shares of Common Stock and Pre-Funded Warrants.
The
Pre-Funded Warrants are exercisable immediately, at an exercise price of $0.001 per share, and will remain valid and exercisable until
all the Pre-Funded Warrants are exercised in full. A holder of a Pre-Funded Warrant will not have the right to exercise any portion of
its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election
of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such
exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company,
the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation
exceed 9.99%. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in
the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.
The
Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties. Pursuant to the Purchase Agreement, and subject to certain exceptions, the Company has agreed
to certain restrictions on the issuance and sale of the Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement)
during the 30-day period following the closing of the Offering. In addition, the Company’s executive officers and directors entered
into lock-up agreements in substantially the form included as an exhibit to the Purchase Agreement, providing for a 30-day “lock-up”
period with respect to sales of Common Stock and Common Stock Equivalents, subject to certain exceptions.
The
Offering was made pursuant to an effective registration statement on Form S-1 (File No. 333-293363), which was filed with the
Securities and Exchange Commission (the “SEC”) on February 11, 2026, as amended on February 11, 2026, and declared effective
by the SEC on February 17, 2026, as supplemented by a prospectus supplement, dated March 5, 2026, filed with the SEC on March 9, 2026.
Placement
Agency Agreement
On
March 5, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with
E.F. Hutton & Co., as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as
the Company’s exclusive placement agent in connection with the Offering. The Offering was conducted on a reasonable best-efforts
basis.
Pursuant
to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 4.0% of the gross proceeds of the
Offering, plus a non-accountable expenses fee of 1.00% of the aggregate gross proceeds of the Offering and certain reimbursable expenses.
The
foregoing descriptions of the Securities Purchase Agreement, Pre-Funded Warrants, and Placement Agency Agreement are subject to, and
qualified in their entirety by, the full text of such documents, which are filed as exhibits to this report and are incorporated herein
by reference.
Item
7.01 Regulation FD Disclosure.
On
March 6, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1
|
|
Form of Securities Purchase Agreement, dated March 5, 2026 |
| 10.2
|
|
Placement Agency Agreement, dated March 5, 2026 |
| 99.1
|
|
Press Release, dated March 6, 2026 |
| 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. |
| Dated:
March 10, 2026 |
|
|
| |
By: |
/s/
Christopher Cooper |
| |
Name:
|
Christopher
Cooper |
| |
Title: |
Interim
Chief Executive Officer |
Exhibit
99.1
Shuttle
Pharmaceuticals Announces $3.5 Million Public Offering
GAITHERSBURG,
Md., March 6, 2026 – Shuttle Pharmaceuticals Holdings, Inc. (Nasdaq: SHPH) (“Shuttle Pharma” or the “Company”),
the owner of Molecule.ai, an artificial intelligence (“AI”) driven platform for molecular discovery and early-stage drug
development, today announced that it has entered into a securities purchase agreement with investors for the issuance and sale of 2,238,800
shares of common stock and pre-funded warrants to purchase 4,761,200 shares of common stock, in a public offering, for aggregate gross
proceeds of approximately $3,500,000, before deducting placement agent fees and other offering expenses. The offering is expected to
close on or about March 9, 2026, subject to the satisfaction of customary closing conditions.
E.F.
Hutton & Co. is acting as the exclusive placement agent for the offering. The Company intends to use up to $1.5 million of the net
proceeds from this offering for future marketing efforts and the remainder for working capital and general corporate purposes.
The
securities described above are being offered and sold by the Company in a public offering pursuant to a registration statement on Form
S-1 (File No. 333-293363) that was originally filed with the Securities and Exchange Commission (the “SEC”) on February 11,
2026, and became effective on February 17, 2026. The offering of the securities is being made only by means of a prospectus that forms
a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. A final
prospectus relating to, and describing the terms of, the public offering will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov. Electronic copies of the final prospectus relating to the public offering, when available, may also be obtained
by contacting E.F. Hutton & Co., at 745 Fifth Avenue, 34th Floor & PH, New York, NY 10151, by telephone at (212) 970-3700, or
by email at info@efhutton.com.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
Shuttle Pharmaceuticals
Shuttle
Pharma (NASDAQ: SHPH) owns a pharmaceutical software AI driven platform for molecular discovery and early-stage drug development. By
combining modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical
space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of
drug development.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to,
statements concerning the completion of the offering. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various important factors, including risks related to our ability
to satisfy the closing conditions related to the offering, general economic and market risks, and factors discussed in the
“Risk Factors” section of Shuttle Pharma’s Annual Report on Form 10-K for the year ended December 31, 2024, filed
with the SEC on February 26, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release
speak only as of the date hereof and, except as required by federal securities laws, Shuttle Pharma disclaims any obligation to
update any forward-looking statement, whether as a result of new information, future events or otherwise.
