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): October 1, 2023

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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)

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2023, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a consulting agreement (the “Consulting Agreement”) with Joseph D. Armstrong, III, Ph.D., one of the members of the Company’s scientific advisory board (the “Scientific Advisory Board”). Pursuant to the terms of the Consulting Agreement, Dr. Armstrong, Chief Operating Officer of one of our partners, TCG Greenchem, Inc., will continue his service on our Scientific Advisory Board, and will provide his expertise on the scale-up and manufacturing of certain drug formulations, including identifying manufacturing processes that may be suitable for additional Company intellectual property for the Company’s products. In addition, Dr. Armstrong will assist Company leadership in preparing for meetings with the FDA, among other services.

As compensation for his services, Dr. Armstrong will be paid $1,500 per day for work performed, will be reimbursed for reasonable travel expenses in accordance with Company policy, and will receive 100,000 restricted stock units (“RSUs”), which will be issuable under the Company’s 2018 equity incentive plan and will vest as follows: one-third upon entry into the Consulting Agreement, one-third on the first anniversary of the Consulting Agreement and one-third on the second anniversary of the Consulting Agreement. Dr. Armstrong will perform services for the Company under the Consulting Agreement on an as needed basis.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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.