Shuttle Pharmaceuticals Holdings, Inc. 8-K

What Happened

• Shuttle Pharmaceuticals Holdings, Inc. announced a registered securities offering priced March 5, 2026 and closed March 9, 2026. The Offering raised approximately $3.5 million in gross proceeds through the sale of 2,238,800 shares of common stock and pre-funded warrants to purchase up to 4,761,200 shares.
• The company entered into a Securities Purchase Agreement (dated March 5, 2026) and a Placement Agency Agreement with E.F. Hutton & Co. The pre-funded warrants are exercisable immediately at $0.001 per share and include a beneficial ownership limitation (default 4.99%, option to elect 9.99% before issuance).

Key Details

• Gross proceeds: ~ $3.5 million (before placement agent fees and offering expenses).
• Securities: 2,238,800 common shares sold; pre-funded warrants for up to 4,761,200 shares; common stock par value $0.00001.
• Warrant terms: exercise price $0.001/share; exercisable immediately; Beneficial Ownership Limitation default 4.99% (9.99% if elected prior to issuance); holder may change the limit with 61 days’ prior notice (not to exceed 9.99%).
• Placement agent fees: 4.0% cash fee plus a 1.0% non-accountable expenses fee of gross proceeds; offering conducted on a reasonable best-efforts basis.
• Corporate restrictions: 30-day restrictions on issuance/sale of common stock or equivalents after closing; executive officers and directors agreed to 30-day lock-ups (subject to customary exceptions).
• Registration: Offering was made under an effective Form S-1 declared effective Feb 17, 2026; prospectus supplement dated March 5, 2026.

Why It Matters

• The filing shows Shuttle secured near-term financing of about $3.5M, increasing available cash resources (gross) to fund operations or activities disclosed by the company.
• The pre-funded warrants, once exercised, will increase share count and dilute existing shareholders; the filing specifies ownership limits to prevent any single holder from exceeding specified ownership percentages without prior election.
• Placement agent fees and offering expenses will reduce net proceeds; the 30-day lock-up limits insider sales immediately after the offering, but is short-term. These are material items investors can use to assess near-term liquidity and dilution implications.