(Amendment No. )
This notice and the accompanying Information Statement
are being furnished to the stockholders of record of the common stock, par value $0.00001 per share (the “common stock”),
of Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), in connection with a corporate action
taken by the holders of a majority of the issued and outstanding voting securities of the Company approving, for purposes of Nasdaq Listing
Rule 5635(d) (“Nasdaq Rule 5635(d)”), by written consent in lieu of a special meeting dated May 4, 2023, regarding the potential
issuance of in excess of 19.9% of the Company’s outstanding common stock upon the Company’s sale and issuance of (i) up to
an additional $10 million in additional senior secured convertible notes to the Company’s Senior Lender (as defined below), which
accrues interest at the rate of 5% per annum and which, upon issuance, would mature over 26 months and be convertible into shares of
common stock of the Company (the “Convertible Notes”) and (ii) warrants to purchase shares of the Company’s common
stock in amount equal to 42.5% of the outstanding principal value of the Convertible Notes and the underlying shares of common stock
thereunder (the “Warrants”). On May 11, 2023, the Company entered into an amendment agreement (the “Amendment Agreement”),
as amended on June 4, 2023, to the securities purchase agreement, originally dated January 11, 2023 (the “January 2023 SPA,”
and the private placement underlying the January 2023 SPA is referred to as “January 2023 Private Placement”), and related
documents entered into between the Company and Alto Opportunity Master Fund, SPC – Segregated Portfolio B (the “Senior Lender”),
which Amendment Agreement, as amended, served to modify the terms of the $4.3 million convertible note and warrant sold to Senior
Lender pursuant to the January 2023 SPA and also provided Senior Lender the opportunity, at its discretion, to purchase the Convertible
Notes and Warrants, as set forth above (the “Potential Private Placement”), on substantially the same terms and conditions
as set forth in the January 2023 SPA, as amended by the Amendment Agreement, as amended. The terms of such Potential Private Placement
are described in more detail in the attached Information Statement.
The above described stockholder approval of the Potential
Private Placement for purposes of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 228 of the General Corporation
Law of the State of Delaware (the “DGCL”), which provides that any action that may be taken at any annual or special meeting
of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding common stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The Company has obtained the approval of the Potential Private Placement from stockholders holding a majority of the Company’s issued
and outstanding voting securities for the issuance of common stock underlying the Convertible Notes and Warrants.
The accompanying Information Statement is being furnished
to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by
the Securities and Exchange Commission thereunder, solely for the purpose of informing our stockholders of the action taken by the written
consent.
The corporate action shall be effective on or about
July 6, 2023, or approximately 20 days after we mail this Information Statement to stockholders of record.
Your vote or consent is not requested or required
to approve the Potential Private Placement. The accompanying Information Statement is being provided to you solely for
your information.
INFORMATION STATEMENT
OF
SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
One Research Court, Suite 450
Rockville, Maryland 20850
(240) 430-4212
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
June 16, 2023
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS
IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
General
Information
Shuttle Pharmaceuticals Holdings, Inc., a Delaware
corporation (“Shuttle Pharma,” the “Company,” “we,” or “us”), is sending you this Information
Statement solely for purposes of informing its stockholders of record as of May 31, 2023 (the “Record Date”), in the manner
required by Regulation 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify you of the
action taken on May 4, 2023 by written consent of a majority of the stockholders of Shuttle Pharma, consisting of Anatoly Dritschilo,
M.D., the Chief Executive Officer of the Company, Joy Dritschilo, the spouse of our Chief Executive Officer, Peter Dritschilo, our President
and Chief Operating Officer, Andrea Dritschilo Austin, Milton Brown, M.D., Ph.D., a non-executive director, each of our independent directors,
Steven Richards, Chris Senanayake, Joshua Schafer, and Bette Jacobs, along with Mira Jung, Ph.D., the Chief Scientific Officer for Biology
of the Company, Gene Jung and Tyvin Rich, Chief Medical Officer of the Company (together the “Majority Stockholders”), to
approve, for purposes of Nasdaq Listing Rule 5635(d) (“Nasdaq Rule 5635(d)”), the entering into an amendment agreement,
as amended (the “Amendment Agreement”), of the Securities Purchase Agreement, originally dated January 11, 2023
(the “January 2023 SPA”). The Amendment Agreement, as amended, allows for the potential sale and issuance by the Company
to Alto Opportunity Master Fund, SPC – Segregated Portfolio B (the “Senior Lender”) of (i) up to an additional $10
million in additional senior secured convertible notes which accrue interest at the rate of 5% per annum and mature 26 months after the
date of issuance (the “Convertible Notes”) and the underlying shares of common stock issuable thereunder and (ii) warrants
to purchase shares of the Company’s common stock in an amount equal to 42.5% of the outstanding principal value of the Convertible
Notes and the underlying shares of common stock thereunder (the “Warrants”) (together, the Convertible Notes and Warrants
are referred to as the “Potential Private Placement”). The planned terms of the Potential Private Placement are described
in more detail in the Information Statement below.
The Company’s common stock is listed on the
Nasdaq Capital Market (“Nasdaq”), and the Company is subject to Nasdaq’s rules and regulations, including Nasdaq Rule
5635(d), which requires stockholder approval prior to the issuance in a transaction (other than a public offering) of common stock (or
securities convertible into or exercisable for common stock) equal to 20% or more of the outstanding common stock or 20% or more of the
voting power of a company for a purchase price that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com)
immediately preceding the signing of a binding agreement, or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected
on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (such lower amount, the “Minimum
Price”). While we have not yet entered into an agreement to definitively sell the Convertible Notes and Warrants in the Potential
Private Placement, pursuant to the Amendment Agreement, as amended, the Company and the Senior Lender agreed that the terms of
the Potential Private Placement will be substantially similar to the January 2023 Private Placement, which is disclosed in the section
entitled “Potential Private Placement – Conversion” and “Alternate Conversion upon Event of
Default” below.
The approval of the Potential Private Placement for
purposes of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware,
or the DGCL, which provides that any action that may be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted.
On May 4, 2023, the board of directors of the Company
(the “Board”) and the Company’s majority stockholders adopted resolutions approving the Company’s ability to issue
in excess of 19.9% of the Company’s common stock in conjunction with completing the Potential Private Placement, such that when
the Company’s Senior Lender opts to exercise its right to purchase the Convertible Notes and Warrants, the Company will already
have taken the required action in obtaining shareholder approval and filing the requisite information statement on Schedule 14C (the “DEF14C”).
In the event that the Company’s Senior Lender opts to purchase the Convertible Notes and Warrants, such definitive agreements will
be subject to additional board approval. However, there will not be a need for stockholder approval as the approval will have already
been obtained and this DEF14C will have already been filed and distributed to stockholders as of the Record Date.
Accordingly, all necessary corporate approvals in
connection with the Potential Private Placement have been obtained in relation to the approval of the potential issuance in excess of
19.9% of the Company’s outstanding common stock and this Information Statement is being furnished to stockholders solely for purposes
of informing the stockholders of the action in the manner required under the Exchange Act.
The Company knows of no other matters other than those
described in this Information Statement which have been recently approved or considered by the holders of the Company’s issued and
outstanding voting securities.
POTENTIAL PRIVATE PLACEMENT
Purpose of the Potential Private Placement
The Board believes it is in the best interests of
the Company to raise capital in an amount up to an additional $10 million in a private placement transaction to fund the capital needs
of the Company through the sale of Convertible Notes and Warrants.
Description of the Potential Private Placement
On May 10, 2023, the Company, our wholly owned
subsidiary, Shuttle Pharmaceuticals, Inc. (“Shuttle Pharma”), as guarantor, and the Senior Lender entered into the Amendment
Agreement, pursuant to which the Company agreed to the future sale to the Senior Lender of the Convertible Notes and Warrants, at
the Senior Lender’s option, on substantially the same terms as the convertible notes and warrants sold under the January 2023
SPA, subject to certain adjustments to the Warrants, as set forth below. On June 4, 2023, the Company, Shuttle Pharma, as guarantor,
and the Senior Lender entered into an amendment to the Amendment Agreement, pursuant to which the parties agreed, among other things,
that any future Convertible Notes would omit Section 15(q) regarding controlled account agreements and that no funds raised by the Company
through the Potential Private Placement would be subject to deposit account control agreements. To date, other than the Amendment
Agreement, as amended, pursuant to which the Senior Lender has the option to purchase the Convertible Notes and Warrants on substantially
the same terms as the January 2023 SPA (subject to the aforementioned adjustments), the parties have not entered into any definitive
agreement regarding the Potential Private Placement. However, as it is the intent of the parties that the Potential Private Placement
will be on substantially the same terms as the January 2023 SPA, a summary of the terms of the January 2023 SPA, as adjusted in accordance
with the May and June 2023 amendments, are described in general terms below. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the January 2023 SPA and related transaction documents, as filed with the SEC in our Current Report
on Form 8-K dated January 12, 2023.
In the event the Senior Lender exercises its option
to purchase the Convertible Notes and Warrants, the Convertible Notes and Warrants will be sold with an original issue discount of seven
percent. Boustead Securities LLC (“Boustead”) will serve as the sole placement agent for the Potential Private Placement of
the Convertible Notes and Warrants and will be eligible to receive a placement agent fee of cash and warrants at the closing of the Potential
Private Placement of 7.0% of the gross cash proceeds at the closing plus 1% in non-accountable expenses.
Amendment Agreement
The Amendment Agreement, among other things, (i)
amended and restated in its entirety to Section 2 of the warrant issued in relation to the January 2023 SPA, as set forth under Warrants
below, and (ii) authorized the Senior Lender the option to purchase the Convertible Notes and Warrants, which option is exercisable
by the Senior Lender at any time through December 31, 2025.
Amendment No. 1 to the Amendment Agreement
Under Amendment No. 1 to the Amendment Agreement,
the Company and the Senior Lender agreed that Section 15(q) of the Convertible Notes would be omitted from any Convertible Note issued
in the Potential Private Placement, thus removing the requirement that funds be held pursuant to a deposit account control agreement
and allowing all funds raised through the Potential Private Placement to be paid directly to the Company and to be used at our discretion,
subject to the terms of the transaction documents.
Purchase Agreement
The purchase agreement to be entered by the Company
and the Senior Lender in terms of the purchasing of the up to $10 million in Convertible Notes and Warrants (the “Purchase Agreement”)
will be substantially similar to the January 2023 SPA, as amended, and will contain similar representations and warranties, covenants
and indemnities customary for similar transactions, in addition to the following covenants:
|
● |
So long as the Convertible Notes remains outstanding, the Company will not effect or enter into an agreement to effect any variable rate transaction. |
In addition, the Purchase Agreement will grant the
Senior Lender participation rights in future equity and equity-linked offerings of securities, subject to certain limited exceptions,
during the two years after the later of (a) the closing or (b) the date the Convertible Notes no longer remains outstanding, in an amount
of up to 30% of the securities being sold in such offerings.
Convertible Notes
General
The Convertible Notes, upon purchase and sale, would
mature over a period of 26 months (subject to extension in certain circumstances, including bankruptcy and outstanding events of default).
Amortization
Starting on the earlier of (x) the date the registration
statement registering the shares of common stock underlying the Convertible Notes and Warrants is declared effective by the U.S. Securities
and Exchange Commission, or the SEC, and (y) such date that as two months after the Issuance Date of the Convertible Note,
then on the first trading day of the month for each month thereafter, and on the maturity date (each, an “Installment Date”),
subject to certain exceptions and unless deferred as described below, the Company is required to make monthly amortization payments in
cash or, subject to equity conditions, in common stock equal to 1/26th of the Outstanding Principal Value and interest of the Convertible Notes payable (the “Installment Amount”).
Notwithstanding the foregoing, the noteholders may,
at its sole option, elect to defer any Installment Amount until a subsequent Installment Date selected by the noteholders.
Interest
The Convertible Notes bears interest at a rate of
5% per annum and, upon any conversion or redemption, shall include a make-whole of interest from such date of determination through the
maturity date. After the occurrence and during the continuance of an Event of Default (as defined in the Convertible Notes), the Convertible
Notes will accrue interest at the rate of 15% per annum. See “Events of Default” below.
Conversion
The Convertible Notes is convertible, at the option
of the noteholders, into shares of the Company’s common stock at the lower of (i) 125% of the VWAP on the trading day immediately
preceding closing (the “Fixed Conversion Price”), (ii) 90% of the three lowest VWAPs in the 15 trading days prior to the
payment date or (iii) 90% of the VWAP on the trading day prior to the payment date. The conversion price is subject to full ratchet antidilution
protection upon any subsequent transaction at a fixed price lower than the conversion price then in effect and standard adjustments in
the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transaction. If we enter into any
agreement to issue or sell (or issue or sell) any variable rate securities, the noteholders have the additional right to substitute
such variable price (or formula) for the conversion price.
Alternate Conversion upon Event of Default
If an Event of Default (as defined below) has occurred
under the Convertible Notes, the noteholders may elect to alternatively convert the Convertible Notes at the Alternate Conversion
Price, which includes a Redemption Premium of 115% of the Alternate Conversion Amount.
Conversion Limitation and Exchange Cap
The noteholders will not have the right to convert
any portion of the Convertible Notes to the extent that, after giving effect to such conversion, the noteholders (together with certain
related parties) would beneficially own in excess of 4.99% of the shares of the Company’s common stock outstanding immediately after
giving effect to such conversion. The noteholders may from time to time increase this limit to 9.99%, provided that any such increase
will not be effective until the 61st day after delivery of a notice to us of such increase.
In addition, until such time as we complete the Information
Statement mailing to our stockholders notifying them that we have obtained the approval of a majority of our stockholders as required
by Nasdaq, we are prohibited from issuing any shares of common stock upon conversion of the Convertible Notes or otherwise pursuant to
the terms of the Convertible Notes, if the issuance of such shares of common stock would exceed 19.99% of our outstanding shares of common
stock as of the closing date or otherwise exceed the aggregate number of shares of common stock which we may issue without breaching our
obligations under the rules and regulations of Nasdaq.
Events of Default
The Convertible Notes will include certain customary
and other Events of Default, including, among other things, failure to maintain an effective registration statement with capacity to
issue an offering amount equal to at least 300% of Conversion Shares issuable upon conversion of the Convertible Notes and 100% of
the Warrant Shares issuable upon exercise of the Warrants, the breach of certain financial covenants described below, and maintaining
our Nasdaq listing.
In connection with an Event of Default, the noteholders
may require the Company to redeem in cash any or all of the Convertible Notes. The redemption price will equal 115% of the outstanding
principal of the Convertible notes to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal
to the market value of the shares of our common stock underlying the Convertible Notes, as determined in accordance with the Convertible
Notes, if greater.
Change of Control
In connection with a Change of Control (as defined
in the Convertible Notes), a noteholder may require us to redeem all or any portion of the Convertible Notes. The redemption price per
share will equal the greater of (i) 115% of the outstanding principal of the Convertible Notes to be redeemed, and accrued and unpaid
interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the Convertible Notes,
as determined in accordance with the terms of the Convertible Notes, and (iii) 115% of the aggregate cash consideration that would have
been payable in respect of the shares of our common stock underlying the Convertible Notes, as determined in accordance with the terms
of the Convertible Notes.
Subsequent Placement Optional Redemption
At any time after the earlier of the date a noteholder
becomes aware of any placement by the Company of equity or equity-linked securities or the date of consummation of such a placement, subject
to certain limited exceptions, the noteholder will have the right to have us redeem a portion of each Convertible Notes not in excess
of 30% of the net proceeds from such placement at a redemption price of 100% of the portion of the Convertible Notes subject to redemption.
Covenants
The Company will be subject to certain customary affirmative
and negative covenants regarding the incurrence of certain indebtedness, the existence of liens, the repayment of indebtedness, the payment
of cash in respect of dividends, distributions, or redemptions, and the transfer of assets, among other matters.
Company Optional Redemption Rights
The Convertible Notes will be redeemable by us at
a price equal to 107.5% of the Conversion Amount of the Convertible Notes to be redeemed along with the Remaining Option
Value of the Convertible Notes and accrued and unpaid interest and unpaid late charges thereon.
Warrants
In addition to the Convertible Notes, upon purchase
and sale, we will issue to the Senior Lender Warrants exercisable for four (4) years for the purchase of an aggregate of up to such number
of shares of common stock equal to 42.5% of the Outstanding Principal Value of the Convertible Notes and the underlying
shares of common stock thereunder (the “Warrant Shares”), at an exercise price equal to the Fixed Conversion Price. The exercise
price of the Warrants will each subject to adjustment as provided under the terms of the Warrants. If, at the time of exercise
of the Warrants, there is no effective registration statement registering, or no current prospectus available for, the issuance of the
Warrant Shares to the Senior Lender, and the registration statement is not subject to SEC review and the Company has otherwise affirmatively
failed to maintain such registration statement’s effectiveness, then the Warrants may also be exercised in whole or in part by
means of a “cashless exercise.” Nonetheless, the Warrants may not be exercised if, after giving effect to the exercise, the
Senior Lender would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately
after giving effect to the issuance of the Warrant Shares. At the Senior Lender’s option, the ownership limitation blocker may
be raised or lowered to any other percentage not in excess of 9.99%, as applicable, except that any raise will only be effective upon
61-days’ prior notice to the Company.
Adjustment of Warrants Upon Issuance of Shares
of Common Stock
If the Company issues or sells, or if the Company
enters into an agreement to issue and sell, any shares of common stock, or convertible securities or options issuable or exchangeable
into common stock (a “New Issuance”), under which such common stock is sold for a consideration per share less than the exercise
price then in effect, the exercise price of the Warrants will be adjusted to the New Issuance price. Any such adjustment will not apply
with respect to the issuance of Excluded Securities (as defined in the Warrants). In addition, if the Company enters into a Fundamental
Transaction (as defined in the Warrants) at any time that a Warrant is outstanding, then, upon any subsequent exercise of the Warrants,
the Senior Lender will have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, the number of shares of common stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction
by a holder of the number of shares of common stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction,
provided, further, that if holders of common stock are not offered or paid any consideration in such Fundamental Transaction, such holder
of common stock will be deemed to have received common stock of the successor entity (which entity may be the Company following such
Fundamental Transaction) in such Fundamental Transaction.
Adjustment
of Warrants Upon Stock Dividends and Splits
If
the Company, at any time on or after the subscription date, (i) pays a stock dividend on one or more classes of its then outstanding
shares of common stock or otherwise makes a distribution on any class of capital stock that is payable in shares of common stock, (ii)
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of
common stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes
of its then outstanding shares of common stock into a smaller number of shares, then in each such case the exercise price shall by multiplied
by a fraction of which the numerator shall be the number of shares of common stock outstanding immediately before such event and of which
the denominator shall be the number of shares of common stock outstanding immediately after such event.
Registration Rights Agreement
Upon sale and issuance of any portion of the Convertible
Notes and Warrants to the Senior Lender, the Company will be obligated to grant certain registration rights to the noteholders and warrant
holders pursuant to the terms of a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights
Agreement will require the Company to have a registration statement registering the Convertible Notes and Warrants declared effective
by the 60th day following the date of entry into the Registration Rights Agreement or the 90th day following the
date of the Registration Rights Agreement in the event such registration statement is subject to SEC review. Such Registration Rights
Agreement will register 300% of the shares of common stock issuable upon conversion of the Convertible Notes and 100% of the shares issuable
upon exercise of the Warrants. The Registration Rights Agreement will also grant the Senior Lender customary “piggyback” registration
rights.
Additional Information
The Company and the Senior Lender have not
yet entered into any agreements regarding the Potential Private Placement, except the Amendment Agreement. Pursuant to the Amendment
Agreement, the Company and the Senior Lender agreed that the terms of the Potential Private Placement will be substantially similar to
the January 2023 SPA, as amended by the Amendment Agreement and its amendment. Accordingly, the foregoing is only a summary of
the material terms of the anticipated Purchase Agreement, Warrants, Convertible Notes, Registration Rights Agreement and any other
ancillary transaction documents related to the Potential Private Placement (collectively, the “Transaction Documents”), and
does not purport to be a complete or final description of the rights and obligations of the parties. Once the Company enters into the
Transaction Documents, we will submit such Transaction Documents to the SEC on a Current Report on Form 8-K.
For a more detailed review of the January 2023 SPA,
the convertible note and warrant issued thereunder, and the Amendment Agreement and Amendment No. 1 to the Amendment Agreement,
please see the Company’s Current Reports on Form 8-K filed with the SEC on January 12, 2023, May 11, 2023 and June
5, 2023, and the exhibits attached thereto, each of which are incorporated by reference herein.
Reason for Stockholder Approval
Pursuant to Nasdaq Rule 5635(d), if an issuer intends
to issue securities in a transaction which could result in the issuance of 20% or more of the issued and outstanding shares of the issuer’s
common stock on a pre-transaction basis for less than the Minimum Price for such stock, the issuer generally must obtain the prior approval
of its stockholders. The number of shares of common stock to be issued to the Senior Lender in the Potential Private Placement upon conversion
of the Convertible Notes and exercise of the Warrants could result in the issuance of a number of shares exceeding the threshold and pricing
for which stockholder approval is required under Nasdaq Rule 5635(d). To ensure compliance with Nasdaq Rule 5635(d), the Majority Stockholders
approved the Potential Private Placement.
Approval of the Potential Private Placement
The approval of the Potential Private Placement, including
for purposes of Nasdaq Rule 5635(d), requires the approval of the holders of our outstanding shares of common stock having not less than
the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
As of the Record Date, the Company had 14,780,789
shares of common stock issued and outstanding. However, as of May 4, 2023 (the “Action Date”), the date the
majority stockholders took action to approve the Potential Private Placement, the Company had a total of 13,654,127 shares outstanding.
The Majority Stockholders collectively held 6,947,010
shares of common stock as of the Action Date, representing approximately 51.0% of the voting power of all shares of the Company’s
issued and outstanding common stock.
This Information Statement is first being mailed
on or about June 16, 2023 to the Company’s stockholders of record as of May 31, 2023. The corporate action shall be effective
on or about July 6, 2023, or approximately 20 days after we mail this Information Statement.
Effect of the Potential Private Placement on Existing
Stockholders
The potential issuance of securities in connection
with the Potential Private Placement will not affect the rights of the Company’s existing stockholders, but such issuances will
have a dilutive effect on the Company’s existing stockholders, including, over time, the voting power of the existing stockholders.
The Company and the Senior Lender have not yet entered
into any agreements regarding the Potential Private Placement, except the Amendment Agreement. Pursuant to the Amendment Agreement, the
Company and the Senior Lender agreed that the terms of the Potential Private Placement will be substantially similar to the January 2023
SPA, as amended by the Amendment Agreement. Accordingly, the Company will likely agree to file a registration statement to permit the
public resale of the shares of common stock underlying the Convertible Notes and Warrants. The influx of those shares into the public
market could potentially have a negative effect on the trading price of the Company’s common stock.
Notice Pursuant to Section 228 of the General Corporation
Law of the State of Delaware
Pursuant to Section 228 of the DGCL, we are required
to provide prompt notice of the taking of corporate action by written consent to our stockholders who have not consented in writing to
such action. This Information Statement serves as the notice required by Section 228 of the DGCL.
DISSENTERS’ RIGHTS OF APPRAISAL
Under the DGCL, our stockholders are not entitled
to appraisal rights with respect to the Potential Private Placement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED
UPON
None of our officers and directors, nor any of their
associates, have any interest in the actions approved by our stockholders and described in this Information Statement except in their
capacity as holders of our common stock (which interest does not differ from that of the other holders of our common stock).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Based solely upon information made available to the
Company, the following table sets forth information as of the Record Date regarding the beneficial ownership of the Company’s common
stock by:
● |
each person known by the Company to be the beneficial owner of more
than 5% of the Company’s outstanding shares of common stock; |
|
|
● |
each of the Company’s named executive officers and directors; and |
|
|
● |
all of the Company’s officers and directors as a group. |
The
percentage ownership information shown in the table is based upon 13,654,127 shares of common stock outstanding as of May 4, 2023.
Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person
or entity named in the table has sole voting and investment power with respect to all shares of the Company’s capital shown as beneficially
owned, subject to applicable community property laws.
In computing the number and percentage of shares beneficially
owned by a person as of a particular date, shares that may be acquired by such person (for example, upon the exercise of options or warrants)
within 60 days of such date are counted as outstanding, while these shares are not counted as outstanding for computing the percentage
ownership of any other person.
Names and addresses | |
Number of shares of common stock
beneficially owned (#) | | |
Percentage of shares of common
stock beneficially owned (%) | |
Directors and Named Executive Officers: | |
| | | |
| | |
Anatoly Dritschilo, M.D.(1) | |
| 4,309,607 | | |
| 31.6 | |
Milton Brown, M.D., Ph.D.(2) | |
| 1,072,531 | | |
| 7.9 | |
Mira Jung, Ph.D. | |
| 1,071,388 | | |
| 7.8 | |
Michael Vander Hoek | |
| 3,852 | | |
| - | |
Peter Dritschilo | |
| 6,560 | | |
| - | |
Tyvin A. Rich, M.D. | |
| 2,429 | | |
| - | |
Steve Richards | |
| 1,707 | | |
| - | |
Joshua Schafer | |
| 1,707 | | |
| - | |
Chris H. Senanayake | |
| 2,791 | | |
| - | |
Bette Jacobs(3) | |
| 7,496 | | |
| - | |
All directors and officers as a group (ten persons) | |
| 6,480,069 | | |
| 47.5 | |
| |
| | | |
| | |
Other 5% beneficial owners: | |
| | | |
| | |
Amir F. Heshmatpour(4) | |
| 1,359,581 | | |
| 10.0 | |
* |
Denotes the holder owns less than one percent of the outstanding common stock. |
(1) |
Represents the percentage of voting power with respect to all shares of the Company’s outstanding common stock. |
(2) |
The business address of each of the officers and directors is c/o Shuttle Pharmaceuticals Holdings, Inc., One Research Court, Suite 450, Rockville, Maryland 20850. |
(3) |
Dr. Anatoly Dritschilo is our Chief Executive Officer. His shareholdings consist of (i) 1,085,200 shares of common stock and (ii) 3,204,407 shares of common stock and warrants to purchase 20,000 shares of common stock held of record by Joy Dritschilo, his spouse. |
(4) |
Dr. Milton Brown is a director and one of our co-founders. |
(5) |
Dr. Mira Jung is our Chief Scientific Officer for Biology. |
(6) |
Mr. Michael Vander Hoek is our Chief Financial Officer and Vice President Operations and Regulatory. |
(7) |
Mr. Peter Dritschilo is our President and Chief Operating Officer. |
(8) |
Dr. Tyvin Rich is our Chief Medical Officer. |
(9) |
Mr. Steve Richards is one of our independent directors. |
(10) |
Mr. Joshua Schafer is one of our independent directors. |
(11) |
Dr. Chris Senanayake is one of our independent directors. |
(12) |
Dr. Bette Jacobs is one of our independent directors. Dr. Jacobs’s reported holdings do not include 23,725 restricted stock units that remain subject to vesting. |
(13) |
Includes (i) 909,581 shares of our common stock held of record
by AFH Holding & Advisory, LLC, of which Mr. Amir Heshmatpour is the sole member and over which he has sole voting and investment
control; (ii) 300,000 shares of our common stock held of record by KIG LLC of which Mr. Heshmatpour’s spouse, Kathy
Heshmatpour, exercises sole voting and investment control; and (iii) 150,000 shares held by Angelina Heshmatpour, the minor
daughter of Mr. Heshmatpour. |
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
Unless the Company is otherwise advised by the stockholders,
we will only deliver one copy of this Information Statement to multiple stockholders sharing an address. This practice known as “householding”
is intended to reduce the Company’s printing and postage costs.
We will, upon request, promptly deliver a separate
copy of this Information Statement to a stockholder who shares an address with another stockholder. A stockholder who wishes to receive
a separate copy of this Information Statement may direct such request to the Company at One Research Court, Suite 450, Rockville, Maryland
20850, or you can contact us via telephone at (240) 430-4212. Stockholders who receive multiple copies of the Information Statement at
their address and would like to request that only a single copy of communications be delivered to the shared address may do so by making
either a written or oral request to the Company contacts listed above.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement contains forward-looking
statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Any statements contained in this
Information Statement that are not statements of historical fact may be forward-looking statements, including, without limitation, the
timing of and the anticipated benefits of the Potential Private Placement. Words such as “anticipates,” “could,”
“may,” “estimates,” “expects,” “projects,” “intends,” “plans,”
“believes,” “will” and words or phrases of similar substance used in connection with any discussion of future
operations, financial performance, plans, events, trends or circumstances can be used to identify some, but not all, forward-looking statements.
These forward-looking statements are just predictions and involve significant risks and uncertainties, many of which are beyond our control,
and actual results may differ materially from these statements. Factors that could cause actual outcomes or results to differ materially
from those reflected in forward-looking statements include, but are not limited to, those discussed in our filings with the SEC.
Except as may be required by applicable law, the Company
does not undertake or intend to update or revise any forward-looking statements, and the Company assumes no obligation to update any forward-looking
statements contained in this Information Statement as a result of new information or future events or developments. Thus, you should not
assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking
statements.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly, and current reports
and other documents with the SEC. These reports contain additional information about Shuttle Pharmaceuticals Holdings, Inc. The Company’s
SEC filings are made available electronically to the public at the SEC’s website located at www.sec.gov.
The SEC allows the Company to “incorporate
by reference” information that it files with the SEC in other documents into this Information Statement. This means that the Company
may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is considered to be part of this Information Statement. The Company is incorporating by reference the Company’s Current
Reports on Form 8-K filed with the SEC on January 12, 2023, May 11, 2023 and June 5, 2023.
The Company undertakes to provide without charge to
each person to whom a copy of this Information Statement has been delivered, upon request, by first class mail or other equally prompt
means, a copy of any or all of the documents incorporated by reference in this Information Statement, other than the exhibits to these
documents, unless the exhibits are specifically incorporated by reference into the information that this Information Statement incorporates.
You may obtain documents incorporated by reference by requesting them in writing at Shuttle Pharmaceuticals Holdings, Inc., One Research
Court, Suite 450, Rockville, Maryland 20850, or by telephone at (240) 430-4212.