[8-K] Shuttle Pharmaceuticals Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Shuttle Pharmaceuticals Holdings (NASDAQ:SHPH) has entered into a private placement agreement with an accredited investor on June 20, 2025. The company will sell 21,924 shares of common stock at $3.60 per share and 1,158,953 pre-funded warrants at $3.599 per warrant with a $0.001 exercise price.

The agreement includes a registration rights requirement to file within 10 days and achieve effectiveness within 90-120 days. The company and insiders agreed to a 60-day lock-up period. WestPark Capital served as placement agent, receiving a 4% fee of gross proceeds plus expense reimbursement.

Positive

• Successful private placement securing new capital investment
• Competitive 4% placement agent fee structure
• Immediate warrant exercisability provides quick access to additional capital

Negative

• Aggressive 10-day registration filing requirement creates compliance risk
• Potential liquidated damages exposure if registration deadlines missed
• Short 60-day lock-up period may indicate future dilution concerns

Insights

Capital Markets Specialist

Private placement structure suggests urgent capital needs while minimizing immediate dilution through warrant mechanism.

The deal structure is notable for its heavy use of pre-funded warrants, representing over 98% of the securities offered. This approach indicates sophisticated investor involvement and suggests careful consideration of ownership thresholds with the 4.99% beneficial ownership cap. The modest 4% placement fee is competitive for micro-cap biotech deals, though the tight registration timeline of 10 days creates significant compliance pressure. The lock-up provisions are relatively short at 60 days, potentially indicating near-term capital market activities are anticipated.

Securities Lawyer

Registration rights agreement terms are aggressive and could expose company to penalty risks if timelines not met.

The registration rights structure imposes notably tight compliance deadlines - 10 days for filing and 90 days for effectiveness (120 if reviewed). These accelerated timelines, combined with liquidated damages provisions, create significant regulatory and financial risk exposure. The Section 4(a)(2) exemption usage is appropriate for this private placement, but the rapid registration requirement effectively makes this a delayed-public offering. The lock-up provisions are coordinated with the registration effectiveness, indicating careful structural planning.

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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): June 20, 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.

On June 20, 2025, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor, for the sale by the Company to the investor, in a private placement, of 21,924 shares of common stock and 1,158,953 pre-funded warrants to purchase shares of common stock, at a purchase price of $3.60 per share or $3.599 per pre-funded warrant. The private placement closed on June 24, 2025.

The pre-funded warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants may not be exercised to the extent such exercise would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock.

In connection with the purchase agreement, the Company entered into a registration rights agreement with the investor. Pursuant to the registration rights agreement, the Company will be required to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of common stock, and the shares issuable upon exercise of the pre-funded warrants issued under the purchase agreement, within 10 days of the closing date, and to have such registration statement declared effective within 90 days of the closing date (or 120 days if the registration statement is reviewed by the SEC). The Company will be obligated to pay certain liquidated damages to the investor if the Company fails to file the resale registration statement, or to have such registration statement declared effective by such dates.

Pursuant to the purchase agreement, the Company and its directors and executive officers agreed, subject to certain exceptions, not to issue or sell shares of common stock, or securities convertible into or exercisable for shares of common stock, for a period commencing on the closing date until the later of (a) sixty days from the closing date or (b) the earlier of (i) 30 days after the effective date of the resale registration statement to be filed under the registration rights agreement or (ii) 120 days from the closing date.

WestPark Capital, Inc. (“WestPark”) acted as the placement agent in connection with the private placement pursuant to an engagement agreement between the Company and WestPark, as amended (as amended, the “Engagement Agreement”). Pursuant to the Engagement Agreement, the Company paid WestPark a fee of 4% of the gross proceeds received by the Company in the private placement. The Company also reimbursed certain expenses of WestPark.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing descriptions of the purchase agreement, pre-funded warrants, and registration rights 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 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 8.01 Other Events.

On June 20, 2025, the Company issued a press release regarding the pricing of the private placement. A copy of the press release is filed as an exhibit to this report. On June 24, 2025, the Company issued a press release regrading the closing of the private placement. A copy of the press release is filed as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
10.1		Securities Purchase Agreement, dated June 20, 2025
10.2		Registration Rights Agreement, dated June 20, 2025
10.3		Form of Pre-Funded Warrant
99.1		Press Release, dated June 20, 2025
99.2		Press Release, dated June 24, 2025
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: June 25, 2025
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Interim Chief Executive Officer

FAQ

What are the key terms of SHPH's private placement agreement?

SHPH is selling 21,924 common shares at $3.60 per share and 1,158,953 pre-funded warrants at $3.599 with a $0.001 exercise price. The warrants are immediately exercisable with a 4.99% beneficial ownership cap.

What are the registration requirements for SHPH's private placement?

SHPH must file a registration statement within 10 days of closing and have it declared effective within 90 days (or 120 days if SEC reviewed). Failure to meet these deadlines will trigger liquidated damages.

What lock-up restrictions were implemented in SHPH's private placement?

SHPH and its directors/executives agreed to a lock-up period lasting 60 days from closing or until 30 days after the registration statement becomes effective, whichever is later (not exceeding 120 days).

What fees did SHPH pay for the private placement?

SHPH paid WestPark Capital a 4% fee of the gross proceeds plus expense reimbursement for serving as placement agent.