Shuttle Pharmaceuticals Holdings Inc

S-11 forms-1.htm

As filed with the U.S. Securities and Exchange Commission on April 5, 2024

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Shuttle Pharmaceuticals Holdings, Inc.

(Exact name of registrant as specified in its charter)

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

Telephone: (240) 403-4212

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Anatoly Dritschilo, M.D.

Chief Executive Officer

Shuttle Pharmaceuticals Holdings, Inc.

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(240) 403-4212

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Megan J. Penick

Dorsey & Whitney LLP

51 West 52 nd Street

New York, New York 10019

(212) 415-9200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities nor may we accept offers to buy these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

Subscription Rights to Purchase Up to $4,500,000 in Units

Consisting of Up to Shares of Common Stock, Warrants to Purchase Up to Shares of Common stock, and Up to 44% Interest, in total, in Shuttle Diagnostics, Inc.

Shuttle Pharmaceuticals Holdings, Inc. (the “Company,” “we,” “us” or “our”) is distributing to the holders (collectively, the “Holders”) of our common stock, par value $0.00001 per share (the “Common Stock”), non-transferable rights (the “Rights”) to purchase up to an aggregate of $4,500,000 in units, with each unit consisting of one share of common stock, one warrant to purchase one share of common stock, exercisable at $2.35 per share, and an interest in our wholly-owned subsidiary, Shuttle Diagnostics, Inc., such that at the conclusion of this Rights Offering, the participants in the Rights Offering will hold 44% of the equity interests in Diagnostics and the Company will own 56% of the equity interests in Diagnostics, assuming the Rights Offering is fully subscribed. You will not be entitled to receive any Rights unless you are a Holder of record as of 5:00 p.m., New York City time, on [ ], 2024 (the “Record Date”). Holders, as of the Record Date, will receive one Right for every share of Common Stock owned. For purposes of this preliminary prospectus, we have assumed an estimated per Unit Price of $[ ] which is equal to 90% of the closing price of our common stock on [ ], 2024 (the “Estimated Per Unit Purchase Price”). As noted elsewhere in this prospectus, the Estimated Per Unit Purchase Price is subject to change when calculated on the expiration date of this offering.

The Rights will expire if they are not exercised by 5:00 p.m., New York City time, on [ ], 2024, the expected expiration date of this Rights Offering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once you have exercised your Rights, your exercise may not be revoked.

Rights may only be exercised in whole numbers of shares of Common Stock, and we will not issue fractional shares. Each subscription right will entitle you to purchase one Unit, which we refer to as the Basic Subscription Right, at a subscription price per Unit of $[ ], which we refer to as the Subscription Price. If you exercise your Basic Subscription Rights in full, and any portion of the Units remain available under the Rights Offering, you will be entitled to an over-subscription privilege to purchase a portion of the unsubscribed Units at the Subscription Price, subject to proration and ownership limitations, which we refer to as the Over-Subscription Privilege. Each subscription right consists of a Basic Subscription Right and an Over-Subscription Privilege, which we refer to as the Subscription Right.

SRO, LLC, an entity controlled by Keith Moore, Chairman of Boustead Securities, LLC (“BSL”), our placement agent, has entered into an agreement pursuant to which it is obligated to purchase $2,250,000 Units (the “Committed Investment”) in the Rights Offering and has the ability to act as a backstop purchaser should we be unable to raise the full $4,500,000 under the Rights Offerings, including the Committed Investment. However, there can be no assurance that they will participate up to the full $4,500,000, should we be unable to raise the full amount. Aside from the aforementioned Commitment Investment, the Rights Offering is being conducted on a “best efforts” basis.

If we fail to consummate this rights offering or obtain funds from other sources during this fiscal year, we may not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives. See “Risk Factors - Risks Related to this Rights Offering - If the rights offering is not consummated or we are not able to obtain alternative financing during the fiscal year ending December 31, 2024, we will not have funds to meet our working capital requirements” and “Risk Factors - Risks Related to this Rights Offering - Even if the rights offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”

You should carefully consider whether to exercise your subscription rights prior to the expiration of the rights offering. All exercises of subscription rights are irrevocable, even if the rights offering is extended by our board of directors for additional periods (not to exceed 45 days).

All subscription payments will be deposited into an account maintained by the subscription agent for the benefit of the holders exercising their subscriptions under this rights offering, and if this rights offering is not completed for any reason all funds will be promptly returned to such subscribers in the amounts advanced in connection with their respective exercises. If we amend the rights offering to allow for an extension of the rights offering for additional periods aggregating to more than 45 days, or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and receive a prompt refund of any money you have advanced. We may terminate the Rights Offering at any time prior to the expiration of the Rights Offering for any reason. In the event the Rights Offering is terminated, all subscription payments received will be returned within 10 business days, without interest or deduction. We expect the Rights Offering to expire on [ ], 2024.

Rights under the Basic Subscription Right will be distributed in proportion to Holders’ holdings on the Record Date. If you exercise your Basic Subscription Right in full, and other Holders do not, you will be entitled to an Over-Subscription Right to purchase a portion of the unsubscribed shares at the subscription price, subject to the availability and pro rata allocation of Common Stock among persons exercising this Over-Subscription Right. See “Questions & Answers - What are the limitations of the Over-Subscription Right?”

Exercising the Rights and investing in our Common Stock involve significant risks. We urge you to read carefully the section titled “Risk Factors” beginning on page 21 of this prospectus, the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

Our Common Stock is listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SHPH.” On [ ], 2024, the last reported sale price of our Common Stock was $[ ]. The Rights being offered herein are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such Holders that are closed-end funds to funds affiliated with such Holders. The Rights will not be listed for trading on Nasdaq or any other stock exchange or market. You are urged to obtain a current price quote for our Common Stock before exercising your Rights.

Vstock Transfer, LLC will serve as the subscription agent (“Subscription Agent”), the information agent (“Information Agent”) and the escrow agent (the “Escrow Agent”) for this Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and you are the record holder of your securities, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold securities through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a more detailed discussion, see “The Rights Offering - The Rights” beginning on page 32.

If you have any questions or need further information about this Rights Offering, please contact the Information Agent toll-free at [ ] or via email at [ ]. It is anticipated that delivery of the shares of Common Stock purchased in this Rights Offering will be made on or about [ ], 2024 (the fifth business day following the expiration date), unless the expiration date is extended.

Our board of directors is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider whether to exercise your Subscription Rights before the expiration date. You may not revoke or revise any exercises of Subscription Rights once made.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Placement Agent

Boustead Securities, LLC

Prospectus dated , 2024

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