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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 29, 2024
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41488 |
|
82-5089826 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock $0.00001 per share |
|
SHPH |
|
The
Nasdaq Stock Market LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule; Transfer of Listing.
As previously disclosed
on August 31, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), received a deficiency
letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was trading
below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Requirement”). The notification from Nasdaq had no immediate effect on the Company’s Nasdaq listing
and the Company’s common stock will continue to trade on Nasdaq under the ticker symbol “SHPH.”
In accordance with Nasdaq
Rules, the Company was provided with an initial period of 180 calendar days, or until February 27, 2024 (the “Initial Grace Period”),
to regain compliance with the Bid Price Requirement. Since the Initial Grace Period was coming to an end and the Company had not yet
regained compliance, on February 19, 2024, the Company submitted a plan of compliance (the “Plan of Compliance”) to Nasdaq
seeking an additional 180-day grace period (the “Additional Grace Period”) to regain compliance with the Bid Price Requirement.
The Plan of Compliance set forth the steps the Company would take to regain compliance with the Bid Price Requirement within the additional
180-day period, including effectuating a reverse split of its common stock, if deemed necessary.
On February 29, 2024, the
Company received formal approval from Nasdaq granting it an additional 180 days, or until August 26, 2024 (the “Compliance Date”),
to regain compliance with the Bid Price Requirement.
If at any time before the
Compliance Date the closing bid price for the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business
days, the Staff will provide the Company written confirmation that it has regained compliance with the Bid Price Requirement. If the
Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Staff will provide written notification
to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination
to a Nasdaq Hearings Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance with any
of the other listing requirements. Nonetheless, the Company intends to monitor the closing bid price of its common stock and will, if
necessary, consider available options to regain compliance with the Bid Price Requirement prior to the Compliance Date.
Item
8.01 Other Events.
On
March 5, 2024, the Company issued a press release announcing
that the Company’s Chief Executive Officer, Dr. Anatoly Dritschilo, will participate in the Emerging Growth Conference on March
6, 2024.
A
copy of the press release is furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and 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.
|
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
|
|
|
Dated:
March 5, 2024 |
|
|
|
|
|
|
By: |
/s/
Anatoly Dritschilo |
|
Name: |
Anatoly
Dritschilo |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Shuttle
Pharmaceuticals to Present at
the
Emerging Growth Conference on March 6, 2024
Webcast
presentation to take place at 11:25am ET
ROCKVILLE,
MD., March 5, 2024 — Shuttle Pharmaceuticals Holdings, Inc. (Nasdaq: SHPH), a discovery and development
stage specialty pharmaceutical company focused on improving the outcomes of cancer patients treated with radiation therapy (“RT”),
today announced that its Chief Executive Officer, Dr. Anatoly Dritschilo, will be participating in the Emerging Growth Conference on
March 6, 2024.
Dr.
Dritschilo will present the Company’s progress toward clinical and scientific milestones and subsequently open the floor to questions
during the Conference. If you have any questions, please submit your questions in advance to Questions@EmergingGrowth.com.
Dr.
Dritschilo’s presentation will be on Wednesday, March 6, 2024 at 11:25 am ET. A webcast link of the presentation can be found on
the investor relations page of the Company’s website or accessed HERE.
If
attendees are not able to join the event live on the day of the Conference, an archived webcast will also be made available on www.EmergingGrowth.com
and on the Emerging Growth YouTube Channel, http://www.YouTube.com/EmergingGrowthConference.
Dr.
Dritschilo will also host one-on-one investor meetings after the Conference. To request a virtual one-on-one meeting with Dr. Dritschilo
and the Company’s management team, please contact your respective Emerging Growth Conference representative or email the Company’s
investor relations team at SHPH@lythampartners.com.
About
Shuttle Pharmaceuticals
Founded
in 2012 by faculty members of the Georgetown University Medical Center, Shuttle Pharmaceuticals is a discovery and development stage
specialty pharmaceutical company focused on improving the outcomes for cancer patients treated with radiation therapy (“RT”).
Our mission is to improve the lives of cancer patients by developing therapies that are designed to maximize the effectiveness of RT
while limiting the side effects of radiation in cancer treatment. Although RT is a proven modality for treating cancers, by developing
radiation sensitizers, we aim to increase cancer cure rates, prolong patient survival and improve quality of life when used as a primary
treatment or in combination with surgery, chemotherapy and immunotherapy. For more information, please visit our website at www.shuttlepharma.com.
Shuttle
Pharmaceuticals
Anatoly
Dritschilo, M.D., CEO
240-403-4212
info@shuttlepharma.com
Investor
Contacts
Lytham
Partners, LLC
Robert
Blum
602-889-9700
shph@lythampartners.com
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