Shuttle Pharmaceuticals Holdings, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2024, between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • March 5th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (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 (as defined herein). 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).
COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Common Stock Purchase Warrant • August 25th, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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).
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:
ContractPurchase Warrant Agreement • June 23rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2025, between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, including its successors and assigns, an “Purchaser” and collectively the “Purchasers”).
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
The undersigned, SHUTTLE PHARMACEUTICALS HOLDINGS, INC., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto, for which WestPark Capital, Inc. (“WestPark”) is acting as a representative to the several Underwriters (in such capacity, the “Representative”), on the terms and conditions set forth herein.
FORM OF SECURITY AGREEMENTSecurity 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This Amended and Restated Employment Agreement (the “Agreement”), originally dated June 28, 2019 (the “Original Employment Agreement”), is entered into as of the 31st day of March 2025, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • June 25th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (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 (as defined herein). 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 SECURITIES PURCHASE AGREEMENTSecurities 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”).
Shuttle Pharmaceuticals Holdings, Inc. Attention: Dr. Anatoly Dritschilo, M.D.Placement Agent Agreement • October 18th, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
CONSULTING AGREEMENTConsulting Agreement • April 4th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Shuttle Pharmaceuticals Holdings Inc (“you,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2026 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February [*], 2026, between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • February 28th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Revolving Loan Agreement (this “Agreement”) is dated as of February 28, 2025 between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Borrower”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2026 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2026, between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. CONVERTIBLE NOTEConvertible Note • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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 WarrantWarrant Agreement • August 25th, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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.
FORM OF COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Security Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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 ____________, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), up to 250,000 shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $1.00.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2025, between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 25th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
Form of NotePromissory Note • August 19th, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • 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.
CONSULTIng AGREEMENTConsulting Agreement • March 12th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
NUMBER 2 CAPITAL CORP., a corporation with its principal residence located at 5630 Olympic Street, Vancouver, British Columbia V6N 1Z5
ASSET PURCHASE AGREEMENT between SHUTTLE PHARMACEUTICALS HOLDINGS, INC., a Delaware corporation, 1563868 B.C. LTD., a Canadian limited corporation, and 1542770 BC LTD., a Canadian limited corporation, and Zhitian (Andy) Zhang, as Seller Guarantor...Asset Purchase Agreement • November 26th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT is dated as of November 20, 2025 (the “Agreement”), by and among Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), 1563868 B.C. Ltd., a Canadian limited corporation (“Purchaser”), 1542770 BC Ltd., a Canadian limited corporation (“Seller”) and Zhitian (Andy) Zhang, an individual residing in Vancouver, Canada (“Seller Guarantor”) (Parent, Purchaser, Seller and Seller Guarantor are collectively referred to herein as the “Parties” and individually as a “Party”). Capitalized terms used in this Agreement shall have the meanings indicated in Section 1.1.
Shuttle Pharmaceuticals Holdings, Inc. Attention: Dr. Anatoly Dritschilo, M.D.Placement Agreement • November 1st, 2024 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
REVOLVING NOTERevolving Note • February 28th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Note is issued pursuant to that certain Revolving Loan Agreement of even date herewith by and between among Borrower and Lender (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement and the other Loan Documents. Reference is hereby made to the Loan Agreement for a statement of all the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The date and amount of each Loan made by Lender to Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Lender on its books in accordance with the terms of the Loan Agreement; provided that the failure of Lender to make any such recordation shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Loan Agreement or this Note in respect of the Loans made by Lender to Borrower.
CONSULTING AGREEMENTConsulting Agreement • September 22nd, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Shuttle Pharmaceuticals Holdings Inc (“you,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 1st, 2026 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Second Amendment to Asset Purchase Agreement (this “Amendment”) is made and entered into as of May 4, 2026 (the “Effective Date”), by and among Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), 1563868 B.C. Ltd., a Canadian limited corporation (“Purchaser”), 1542770 BC Ltd., a Canadian limited corporation (“Seller”) and ZhiTian (Andy) Zhang, an individual residing in Vancouver, Canada (“Seller Guarantor”) (Parent, Purchaser, Seller and Seller Guarantor are collectively referred to herein as the “Parties” and individually as a “Party”).
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 20th day of June, 2025 by and among Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 1st, 2026 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
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.
BINDING TERM SHEETBinding Term Sheet • October 21st, 2025 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Binding Term Sheet (this “Term Sheet”) sets forth our current proposal with regard to a business combination (the “Transaction”) between 1542770 BC Ltd., a Canadian limited liability company (“Molecule”) and Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle”). Molecule and Shuttle are each sometimes referred herein to as a “Party” and, collectively, as the “Parties”.