Shuttle Pharmaceuticals Holdings, Inc.

As****filed with the Securities and Exchange Commission on January 14, 2025.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(240) 430-4212

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive office)

Anatoly Dritschilo, M.D.

Chief Executive Officer

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(240) 430-4212

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Megan J. Penick, Esq. ****

Dorsey & Whitney LLP

51 W. 52 nd St

New York, NY 10019

(212) 415-9200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

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, a 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange 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.

Up to 1,464,268 Shares of Common Stock Issuable Upon Conversion of 14.5% Senior Secured Convertible Notes

Up to 329,461 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the resale from time to time of (i) up to 1,464,268 shares of common stock underlying $831,579 in convertible notes (the “Convertible Notes”), which represents 200% of the maximum number of shares of common stock issuable upon conversion of the Convertible Notes, and (ii) 329,461 shares of common stock issuable upon exercise of warrants (the “Warrants”), each of which were issued in an October 2024 private placement to the selling stockholders named in this prospectus (the aggregate 1,793,729 shares of common stock being registered that underly the Convertible Notes and Warrants, together, the “Shares”). In compliance with Nasdaq Rule 5635(e), the Company will not issue more than 19.99% of the Company’s common stock issuable under the Convertible Notes, calculated as of October 21, 2024, without first obtaining stockholder approval.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the Shares by the selling stockholders, except with respect to amounts received by us upon the selling stockholders’ exercise of Warrants to the extent such Warrants are exercised for cash. We may receive up to an aggregate of approximately $469,214 from the exercise of all Warrants, assuming they are exercised in full for a weighted-average cash price of $1.42 per share of common stock, assuming no anti-dilution adjustments or other adjustments as set forth in the Warrants. We will pay all expenses associated with the sale of common stock pursuant to this prospectus.

The selling stockholders may sell or otherwise dispose of the common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholders may sell or otherwise dispose of the common stock being registered pursuant to this prospectus.

Our common stock trades on The Nasdaq Capital Market under the symbol “SHPH.” On January 13, 2025, the last reported sale price of our common stock was $0.8999 per share.

An investment in our common stock involves significant risks. You should carefully consider the risk factors beginning on page 13 of this prospectus before you make your decision to invest in our common stock.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reporting requirements.

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.

The date of this prospectus is ____________, 2025.

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