Shuttle Pharmaceuticals (SHPH) Files for 7.21M Share and Warrant Offering

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

This is a reasonable best efforts offering of (i) up to 7,207,207 of shares (the “Shares”) of common stock, par value $0.00001 per share (“common stock”), or pre-funded warrants to purchase shares common stock in lieu thereof (the “Pre-Funded Warrants”) and (ii) up to 7,207,207 common warrants to purchase 7,207,207 shares of common stock (the “Common Warrant”). Each share of common stock, or a Pre-Funded Warrant in lieu thereof, is being sold together with an accompanying Common Warrant to purchase one share of common stock.

The assumed public offering price for each share of common stock or each Pre-Funded Warrant and one accompanying Common Warrant is $1.11, which is the last reported sale price per share of our common stock on the Nasdaq Capital Market, or the Nasdaq, on October 15, 2024. The assumed exercise price of the Common Warrants will be $1.11. The final public offering price per Share or Per Pre-Funded Warrant and one accompanying Common Warrant 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. Pre-Funded Warrants and Common Warrants are collectively referred to as the "Warrants.”

We are offering Pre-Funded Warrants to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants, in lieu of shares of common stock. The public offering price of each Pre-Funded Warrant and accompanying Common Warrant will be equal to the price at which one share of common stock and accompanying Common Warrant is sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

The shares of common stock or Pre-Funded Warrants in lieu thereof and Common Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering.

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