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): February 5, 2024

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 January 30, 2024, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) and an Assignment of Invention Agreement (the “Assignment”) with Alan Kozikowksi and Werner Tueckmantel (together, the “Inventors”) pursuant to which the Inventors assigned all of their rights, title and interest in the invention entitled “PSMA-Boron” (the “Invention”) to the Company. Dr. Anatoly Dritschilo, also an investor of the PSMA-Boron invention, had previously assigned his interests to the Company. In exchange for Inventors’ entry into the Asset Purchase Agreement, the Inventors are entitled to the following consideration: (i) payment of $10,000 each upon signing the Asset Purchase Agreement, (ii) $10,000 payment each upon the Company’s receipt of a research grant from the National Institutes of Health’s National Cancer Center for or in relation to the Invention or upon completion of a validation study as required by the Investigational New Drug (“IND”) filing to the relevant regulatory authority for the Invention, and (iii) $30,000 to each Inventor following the Company’s receipt of IND approval from the relevant regulatory authority for the Invention. In addition, should the Company be successful in commercializing the Invention, the Inventors shall be entitled to royalties totaling 3.0% (or 1.5% each) of the net cash revenues received by the Company in relation to the Invention. The PMSA-Boron Invention is designed to serve as a theranostic agent with potential applications in the diagnosis, staging and therapy of prostate cancers, assuming successful completion of the necessary validation studies and receipt of FDA approvals, the Company expects to use the Invention to identify sites of metastatic cancer deposits to direct radiation therapy targeting.

A copy of the Asset Purchase Agreement, which includes the Assignment of Invention Agreement as Exhibit B thereto, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to statements concerning future results, strategy and plans of the Company (including certain statements which may be identified by the use of the words “plans,” “expects,” “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” “does not anticipate” or “believes,” or variations of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might,” “projects,” “will,” “will be taken,” “occur” or “be achieved”). Forward-looking statements are based on the opinions and estimates of management of the Company, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Additional information on these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports filed with the SEC, including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 8.01 Other Events

On January 22, 2024, the Company engaged John Columbia Inc., an investor relations firm, to provide enhanced investor relations and outreach services on behalf of the Company. The Company envisions that John Columbia Inc. will work in concert with the Company’s existing investor relations firm, Lytham Partners, LLC, who will continue to provide ongoing investor relations support to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.