Shuttle Pharmaceuticals Holdings, Inc. — fact timeline

Shuttle Pharmaceuticals Holdings, Inc. entered into Amendment with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B valued at $4.0 million (effective 2023-06-04).

“On June 4, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into amendment no. 1 (the “Amendment”) to the amendment agreement, dated May 11, 2023 (the “Amendment Agreement”), for purposes of amending the terms of the Securities Purchase Agreement, originally dated January 11, 2023 (the “SPA”), between the Company, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), in its capacity as the registered holder of a $4.3 million convertible note (the “Alto Note”) and warrant to purchase 1,018,079 shares of common stock (the “Alto Warrant”) issued by the Company, and the Company’s wholly owned subsidiary, Shuttle Pharmaceuticals, Inc., as guarantor (“Shuttle Pharma”).”

Shuttle Pharmaceuticals Holdings, Inc. received a nasdaq noncompliance notice notice regarding late filing (rules 12B-25).

“May 24, 2023, the Company received notice from the Nasdaq Stock Market, LLC (“Nasdaq”) that we have fallen out of compliance with the Nasdaq Listing Rules for continued listing as a result of being unable to file our Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Form 10-Q”) within the five day extension provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Our Form 10-Q had not been timely filed as a result of certain accounting complexities that arose in relation to our convertible note held by Alto Opportunity Master Fund, SPC – Segregated M”

Shuttle Pharmaceuticals Holdings, Inc. amended Amendment Agreement to the Securities Purchase Agreement dated January 11, 2023 with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B valued at Amended the Transaction Documents to remove a provision in the Alto Warrant, stipulated issuance of (effective 2023-05-10).

“On May 10, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into an amendment agreement (the “Amendment Agreement”) to the Securities Purchase Agreement, originally dated January 11, 2023 (the “SPA”), between the Company, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), in its capacity as the registered holder of a $4.3 million convertible note (the “Alto Note”) and warrant to purchase 1,018,079 shares of common stock (the “Alto Warrant”) issued by the Company, and the Company’s wholly owned subsidiary, Shuttle Pharmaceuticals, Inc., as guarantor (“Shuttle Pharma”). (The Alto Note, Alto Warrant and the SPA are referred to herein as the “Transaction Documents”). Under the Amendment Agreement, the Company and Alto amended the Transaction Documents as follows: (i) amended and restated Section 2 of the Alto Warrant so as to remove a provision that would have potentially required an adjustment to the number of warrant s”

Shuttle Pharmaceuticals Holdings, Inc. entered into MTA with Georgetown University (effective 2023-03-21).

“In conjunction with the Research Agreement, Shuttle Pharma entered into a material transfer agreement (the “MTA”), dated March 21, 2023, with Georgetown.”

Shuttle Pharmaceuticals Holdings, Inc. entered into Research Agreement with Georgetown University valued at $128,400 (effective 2023-03-16).

“On March 16, 2023, Shuttle Pharmaceuticals Inc. (“Shuttle Pharma”), a Maryland corporation and the wholly-owned subsidiary of Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a research agreement (the “Research Agreement”) with Georgetown University (“Georgetown”) for testing small molecule radiation sensitizers and immune activation candidates discovered and developed by Shuttle Pharma in cell-based and animal xenograft models.”

Shuttle Pharmaceuticals Holdings, Inc. engaged FORVIS LLP as its auditor.

“On March 21, 2023, the Company’s audit committee selected FORVIS LLP (the “New Accountant”) to serve as the Company’s independent registered public accounting firm for the review of its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ending December 31, 2023.”

Shuttle Pharmaceuticals Holdings, Inc. entered into Lease Agreement with ARE-QRS Corp. valued at Base rent of $7,206 per month, term of 5.25 years, option to extend for three years, pro rata operat (effective 2023-02-16).

“On February 16, 2023, Shuttle Pharmaceuticals, Inc., a Maryland corporation (“Shuttle), a wholly owned subsidiary of Shuttle Pharmaceuticals Holding, Inc., a Delaware corporation (the “Company”), entered into a lease agreement (the “Lease Agreement”) with ARE-QRS Corp., a Maryland corporation (the “Landlord”), for purposes of renting 2,109 square feet of office and laboratory space in Gaithersburg, Maryland, which will serve as the Company’s new office space commencing on or about June 1, 2023. The lease has a term of 5.25 years (the “Lease Term”), with an option to extend the lease for an additional three years. The base rent will be $7,206 per month (the “Base Rent”), subject to a customary rent abatement at the outset of the lease and a customary percentage increase in the Base Rent each year. The new office and laboratory space is located in a building with 63,154 square feet of office and laboratory space, largely occupied by other pharmaceutical and biotech companies. In addition”

Shuttle Pharmaceuticals Holdings, Inc. entered into SPA with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B valued at $4.3 million convertible note (effective 2023-01-11).

“On January 11, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “SPA”) with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, a Cayman entity (the “Investor”), pursuant to which the Company sold to the Investor a $4.3 million convertible note (the “Convertible Note”) and warrant (the “Warrant”) to purchase 1,018,079 shares of common stock, par value $0.00001 per share (“Common Stock”), in exchange for gross proceeds of $4.0 million (the “Investment Amount”).”

Shuttle Pharmaceuticals Holdings, Inc. shareholders approved Approval of the Frequency of Advisory Votes on the Company's Executive Compensation at the 2022-12-16 meeting.

“4. Approval of the Frequency of Advisory Votes on the Company’s Executive Compensation. Shareholders voted (on an advisory basis) on the frequency with which to vote on the compensation of the Company’s executive officers, as set forth below. 1 Year 2 Year 3 Year Abstain 9,129,620 22,973 215,950 10,576”

Shuttle Pharmaceuticals Holdings, Inc. shareholders approved Approval of the Company's Executive Compensation at the 2022-12-16 meeting.

“3. Approval of the Company’s Executive Compensation. Shareholders approved (on an advisory basis) the Company’s executive compensation. For Against Abstain Broker Non-Votes 9,009,757 360,900 8,462 -”

Shuttle Pharmaceuticals Holdings, Inc. shareholders approved Ratification of the Company's Independent Auditors at the 2022-12-16 meeting.

“2. Ratification of the Company’s Independent Auditors. Shareholders ratified the appointment of BF Borgers CPA, PC as the Company’s independent auditors for the fiscal year ending December 31, 2022, in accordance with the voting results below. For Against Abstain Broker Non-Votes 9,236,163 133,785 9,171 -”

Shuttle Pharmaceuticals Holdings, Inc. shareholders approved Election of Directors at the 2022-12-16 meeting.

“1. Election of Directors. All of the following six nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified. Nominee For Against Withheld Broker Non-Votes Anatoly Dritschilo, MD 9,156,733 - 222,386 - Milton Brown, MD, PhD 9,042,137 - 336,982 - Chris Senanayake, PhD 9,228,767 - 150,352 - Steven Richards 9,228,271 - 150,848 - Joshua Schafer 9,227,021 - 152,098 - Bette Jacobs, PhD 9,040,276 - 338,843 -”

William Adkins departed as Director at Shuttle Pharmaceuticals Holdings, Inc..

“seat vacated by William Adkins, an independent director, whose term of service ended effective as of October 28, 2022.”

Bette Jacobs was appointed as Director at Shuttle Pharmaceuticals Holdings, Inc..

“On October 28, 2022, the board of directors (the “Board”) of Shuttle Pharmaceuticals Holdings, Inc., a Delaware Corporation (the “Company”), based upon the recommendation of the Board’s Nominating and Corporate Governance Committee, approved the appointment of Bette Jacobs, Ph.D. to the Board.”