Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in our Current Report on Form 8-K, filed on October 17, 2024, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), commenced an up to $1.3 million offering (the "Offering") of 5% original issue discount senior secured convertible notes ("Notes") and warrants ("Warrants"), closing on an initial $600,000 in investments on October 14, 2024 (the "First Closing"). On October 21, 2024, the Company closed on an additional $231,579 in Notes and Warrants purchased in the Offering (the "Second Closing"), receiving an additional $220,000 in proceeds and bringing the Offering to a close after receiving a total of $790,000 in gross proceeds, including $237,500 invested by the Company's Chief Executive Officer, Dr. Anatoly Dritschilo, in the First Closing. In the Second Closing, two accredited investors purchased a total of $231,579 in Notes and 88,544 Warrants, exercisable at $1.49 per share, or 125% of the closing price of the Company's common stock on the day prior to closing.

A more detailed description of the terms of the Offering, and the summary terms of the related purchase agreement (the "Purchase Agreement"), Notes and Warrants are incorporated by reference to our Current Report on Form 8-K filed on October 17, 2024 (the "Previous Current Report"), and the full text of such documents are incorporated by reference to Exhibits 10.1. 10.2 and 10.3 to the Previous Current Report.