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): May 24, 2023

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

One Research Court, Suite 450

Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

240-430-4212

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On May 26, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), issued a press release providing a corporate update in connection with the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On 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 Master Portfolio B. Following our receipt of notice from Nasdaq, we informed Nasdaq of our plan to file our Form 10-Q on or about May 25, 2023, which would allow us to regain compliance with Nasdaq Listing Rules. On May 25, 2023, we filed our Form 10-Q with the Securities and Exchange Commission and, as a result, we have now regained compliance with the Nasdaq Listing Rules.

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.