Form OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 11, 2023, by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • California
The undersigned, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractShuttle Pharmaceuticals Holdings, Inc. • June 23rd, 2022 • Pharmaceutical preparations • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (the “Agreement”) is entered into as of the 28th day of June, 2019, by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and Anatoly Dritschilo, M.D., an individual residing at the address set forth on Schedule A hereto (the “Executive”).
COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Shuttle Pharmaceuticals Holdings, Inc. • August 25th, 2022 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of WarrantShuttle Pharmaceuticals Holdings, Inc. • August 25th, 2022 • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on ____________, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be the lower of $2.50 per share or 50% of the per share purchase price of the Company’s initial public offering.
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. CONVERTIBLE NOTEShuttle Pharmaceuticals Holdings, Inc. • June 3rd, 2022 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma” or the “Maker”), hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
FORM OF SECURITY AGREEMENTForm of Security Agreement • January 12th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of January 11, 2023 (as it may be amended or restated from time to time, this “Agreement”), is by and among Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time party hereto (such Subsidiary Guarantors, together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Notes, in the original aggregate principal amount of $4,300,000.00 (collectively, the “Notes”) that are signatories hereto (together with their endorsees, transferees and assigns, the “Purchasers”), and Alto Opportunity Master Fund, SPC- Segregated Portfolio B, in its capacity as agent for the Purchasers (“Agent” and collectively with the Purchasers, the “Secured Parties”).
Form of NoteShuttle Pharmaceuticals Holdings, Inc. • August 25th, 2022 • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
Many of the above-listed factors are beyond our control. Accordingly, we cannot assure you that we will ever be able to generate revenue through the sale of our product candidates. Any one of these factors or other factors discussed in this prospectus could affect our ability to successfully commercialize product candidates, which could impact our ability to earn sufficient revenues to transition from a developmental stage company and continue our business. If we are not successful in obtaining marketing approval of and commercializing our product candidates, or are significantly delayed in doing so, our business will be materially harmed. We have a limited operating history and have incurred significant losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future and may never achieve or maintain profitability.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $2,500,000 (the “Minimum Offering”) and a maximum of $10,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $1,500,000 of Units to cover over-subscriptions, issued by Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), at a purchase price of $1,000 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.00001 per share, with a Stated Value of $1,000 per share (the “Series A Preferred Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase a number of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), equal to th
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • February 13th, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of February 7, 2024 by and among Shuttle Pharmaceuticals Holdings, Inc. (the “Company”), having an address at 401 Professional Drive, Suite 260, Gaithersburg, MD 20879, its wholly owned subsidiary, Shuttle Diagnostics, Inc., a Delaware corporation (“Subsidiary” and together with the Company, the “Sellers”), Boustead Securities, LLC, serving as the representative of the Placement Agents (the “Placement Agent”), having an address at 6 Venture, Suite 395, Irvine, CA 92618 USA, and Sutter Securities Inc. (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 395, Irvine, CA 92618 USA.
ContractShuttle Pharmaceuticals Holdings, Inc. • September 19th, 2022 • Pharmaceutical preparations
Certain information in this agreement has been redacted as its disclosure has been deemed not material and its disclosure could be deemed competitively harmful to Shuttle Pharmaceuticals Holdings, Inc. if it is publicly disclosed. As a result, and in accordance with Rule 601 of Regulation S-K under the Securities Exchange Act of 1934, as amended, such information has been redacted and brackets have been put in its place to show where such confidential information has been redacted.
SUBLICENSE AGREEMENTSublicense Agreement • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This SUBLICENSE AGREEMENT (the “Agreement”), effective as of the last date of signature below (the “Effective Date”), is entered into by and between PROPAGENIX Inc., a Delaware corporation having a main office at 9605 Medical Center Drive, Suite 325, Rockville, MD, 20850, United States (“PROPAGENIX”) and Shuttle Pharmaceuticals, Inc. (“SHUTTLE”), a pharmaceutical corporation having its offices at One Research Court, Suite 450, Rockville, MD 20850. PROPAGENIX and SHUTTLE may be referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 5th, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into on January 30, 2024 (“Effective Date”) by and between Shuttle Pharmaceuticals Holdings, Inc. (a.k.a. Shuttle Pharma), a Delaware corporation with an office at 1 Research Court, Suite 450, Rockville, MD 20850 (“Purchaser”), and Alan P. KOZIKOWSKI, with domicile at N 3371 River Drive, Wallace MI 49893, USA, and Werner TUECKMANTEL, with domicile at 3620 Breckenridge Court, Apt. No. 3, Fitchburg, WI 53713, USA (each individually referred to as “Seller” and collectively as the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of February 7, 2024, is made by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company” or “SHPH”), its wholly owned subsidiary, Shuttle Diagnostics, Inc., a Delaware corporation (“Diagnostics” and together with the Company, the “Sellers”), and SRO, LLC, a Nevada limited liability company (“SRO” or the “Buyer”). This Agreement supersedes and replaces all prior agreements and understandings between the Sellers and the Buyer.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 12th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 11, 2023, between Shuttle Pharmaceuticals Holdings, Inc, a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • March 22nd, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This MATERIALS TRANSFER AGREEMENT (the “Agreement”) is made effective as of the last date of signature hereto (the “Effective Date”), by and between Georgetown University (“Georgetown”), a nonprofit institution of higher education organized as a non-stock corporation under federal charter and whose principle place of business is situated at 37th & O Streets, N.W., Washington DC 20057, and Shuttle Pharmaceuticals, Inc. (“SPONSOR”), a for profit corporation under the laws of the State of Maryland, having its principal place of business at One Research Court, Suite 450, Rockville, Maryland 20850. Each of Georgetown and SPONSOR may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes and Warrants (as defined below) of Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, $500,000 (the “Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $250,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less th
Shuttle Pharmaceuticals, Inc.Materials Transfer Agreement • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Material Transfer Agreement (“Agreement”) is hereby made by and between the GeorgeWashington University (hereinafter “Recipient”) and Shuttle Pharmaceuticals, Inc, Rockville, MD (hereinafter “Provider”) upon request from Recipient for the following material (hereinafter “Material”) more particularly described below:
FORM OF SUBSIDIARY GUARANTYSubsidiary Guaranty • January 12th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This SUBSIDIARY GUARANTY (this “Agreement”), dated as of January 11, 2023, is made by and among each of the undersigned Guarantors (collectively, the “Guarantors” and each of them a “Guarantor”) and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, as agent for the Holders (as defined below) (in such capacity and together with any successors in such capacity, the “Collateral Agent”).
Amendment No. 1 to Amendment AgreementAmendment Agreement • June 5th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This amendment no. 1 (the “Amendment”), dated June 4, 2023, to the Amendment Agreement, originally dated as of May 10, 2023 (the “Amended Agreement”), is made by and between Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as the registered holder (the “Holder”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”) and each Guarantor signatory hereto.
LICENSE AGREEMENT between GEORGETOWN UNIVERSITY and SHUTTLE PHARMACEUTICALS HOLDINGS, INC. CONFIDENTIALLicense Agreement • October 30th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Exclusive License Agreement (“Agreement”), effective as of the date of last signature set forth on the signature page (“Effective Date”) is by and between Georgetown University, a Congressionally-chartered institution of higher education organized under the laws of the District of Columbia, having its principal office at 37th & O Streets, NW, Washington, DC 20057 (“Georgetown”) and Shuttle Pharmaceuticals Holdings, Inc., a for profit company having its principal place of business located at 401 Professional Drive, Suite 260, Gaithersburg, Maryland 20879, (“Company”). Georgetown and Company may be referred to individually as Party or collectively as Parties.
Subaward AgreementSubaward Agreement • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENTPlacement Agent and Advisory Services Agreement • February 13th, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT (the “Agreement”), dated as of February 7, 2024 (the “Effective Date”), by and between Boustead Securities, LLC (“BSL”), a California limited liability company having its principal offices located at 6 Venture, Suite 395, Irvine, CA 92618 and Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (together with its affiliates and subsidiaries, hereafter referred to as the “Company”), having its principal office at 401 Professional Drive, Suite 260, Gaithersburg, MD 20879.
Amendment AgreementAmendment Agreement • May 11th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Amendment Agreement (this “Amendment”), dated as of May 10, 2023, is made by and between Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as the registered holder (the “Holder”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”) and each Guarantor signatory hereto.
Scientific Advisory Board CONSULTING CONTRACTConsulting Contract • October 5th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This Consulting Contract (“Contract’’) is entered into by Shuttle Pharmaceuticals, Inc. (“Company”) and Joseph Armstrong, PhD (“Consultant”) this 1st day of October 2023 which will serve as the Effective Date. This agreement supersedes all prior written or verbal agreements.
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENTForm of Intellectual Property Security Agreement • January 12th, 2023 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (“Agreement”) is entered into as of January 11, 2023, by and among (a) SHUTTLE PHARMACEUTICALS HOLDINGS INC., a Delaware corporation (the “Company”), (b) the Subsidiary Guarantors from time to time party hereto (such Subsidiary Guarantors, together with the Company, the “Grantors” and each a “Grantor”), (c) the holders of the Company’s Senior Secured Notes, in the original aggregate principal amount of $4,300,000.00 (collectively, the “Notes”) that are signatories hereto (together with their endorsees, transferees and assigns, the “Purchasers”), and (d) Alto Opportunity Master Fund, SPC- Segregated Portfolio B in its capacity as collateral agent for the Purchasers (in such capacity, the “Agent” and collectively with the Purchasers, the “Secured Parties”).
Estimated Cost($) Fixed Fee($) Estimated Cost Plus Fixed Fee($)Beginning • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
If the Government exercises its option for Phase II pursuant to the Option Provision Article in Section H of this contract, the total estimated Subcontract amount will be increased as follows:
CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This CONSULTING AGREEMENT (this “Agreement”) is made this 1st day of January, 2022, by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and Steven Bayern, (the “Consultant”).
