UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |