Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On October 14, 2024, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), closed on $600,000 of an up to $1.3 million 5% original issue discount senior secured convertible note and warrant offering (the "Offering"), entering into securities purchase agreements ("Purchase Agreement") with a small group of accredited investors (the "Investors").The Company's Chief Executive Officer, Anatoly Dritschilo, invested $237,500 in the Offering.

Under the terms of the Purchase Agreement, the Investors agreed to purchase and the Company agreed to issue and sell (i) senior secured Convertible promissory notes, carrying a 5% original issue discount (each, a "Note" and, collectively, the "Notes") and (ii) Warrants equal to 45% of the shares of common stock each investor Note is convertible into, with each warrant having an exercise price equal to 125% of the closing price of the Company's shares of common stock, as reported by the Nasdaq Stock Market LLC on the day prior to the closing. The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company and customary conditions to closing. To date, the Company has received investments of $570,000, and issued a total of $600,000 in Notes and Warrants to purchase 286,169 shares of common stock, exercisable at $1.53 per share.

The Notes mature one year from the date of issuance (the "Term"), accrue interest at the rate of 14.5% per annum, and are convertible at a 110% premium at any time beginning three months after the date of issuance. The Company has the option to prepay the Convertible Notes at any time, upon 10 days written notice, for 107% of total outstanding balance (the "Optional Prepayment Right"). Any outstanding principal will be paid in conversion of shares of common stock at the end of the Term, subject to the Company's exercise of the Optional Prepayment Right; any accrued interest will be repaid quarterly in cash. The conversion price of the Convertible Notes will be the lower of a 15% discount to (i) the 5-day VWAP immediately prior to Closing or (ii) the price of any offering entered into by the Company during the Term of the Convertible Notes, including the Company's planned follow-on offering. The Convertible Notes may not be converted into shares of common stock if such conversion would result in the holder and its affiliates beneficially owning an aggregate of in excess of 4.99% of the then-outstanding shares of common stock.

The Warrants are immediately exercisable after issuance and will remain exercisable for a period of five years from the date of issuance. The Exercise Price is subject to adjustment for any stock split, stock dividend, stock combination, recapitalization or similar event. In the event the Warrant Shares have not been registered within six months of the Initial Exercise Date, and only if the Warrant Shares are not otherwise eligible to use Rule 144 under the Securities Act, the Warrants may be exercised on a cashless basis pursuant to their terms.

The Company is obligated to file a resale registration statement registering the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants within three months following the issuance date.

The foregoing summary of the Purchase Agreement, the Notes and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.