Shuttle Pharmaceuticals (SHPH) Files for Share and Warrant Offering

Shuttle Pharmaceuticals (NASDAQ: SHPH) has filed the following:

This is a reasonable best efforts offering of up to $[*] of shares (the “Shares”) of common stock, par value $0.00001 per share (“common stock”), or Pre-Funded Warrants (as defined hereinafter) to purchase shares common stock in lieu thereof, and warrants to purchase common stock (the “Common Warrant”), at an assumed offering price of $[_____] per share of common stock, which is approximately equal to the last reported sale price per share of our common stock on the Nasdaq Capital Market, or the Nasdaq, on [_____], 2024. The final public offering price per Share will be determined through negotiation between us and the Placement Agents (as defined hereinafter) based upon a number of factors, including our history and our prospects, the industry in which we operate and other market conditions at the time of pricing and may be at a discount to the then current market price of our common stock. Therefore, the recent market price of our common stock referenced throughout this prospectus may not be indicative of the final offering price per share.

Each Common Warrant offered hereby will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Common Warrants (the “Warrant Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) are met, the Warrant Stockholder Approval will not be required and the Common Warrant will be exercisable upon issuance (the “Initial Exercise Date”). The Common Warrants will expire five (5) years from the date of issuance. The exercise price and number of shares of common stock issuable under the Common Warrants are subject to adjustment as described in the Common Warrant. As used herein “Pricing Conditions” means that the combined public offering price per share and accompanying Common Warrants is such that the Warrant Stockholder Approval is not required under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underlying the Common Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the Common Warrants) meet the pricing requirements under Nasdaq’s rules.

We are also offering to each purchaser of Shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (in lieu of shares of common stock, each a “Pre-Funded Warrant”), and one Common Warrant. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price of each Pre-Funded Warrant will be equal to the price of per share of common stock, minus $0.001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant sold (without regard to any limitation on exercise set forth therein), the number of Shares of common stock we are offering will be decreased on a one-for-one basis.

The common stock and Pre-Funded Warrants can each be purchased in this offering only with the accompanying Common Warrants but will be issued separately and will be immediately separable upon issuance. This prospectus also includes the shares of common stock issuable upon exercise of the Pre-Funded Warrants and Warrants. See “Description of Securities We Are Offering” in this prospectus for more information.

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