SEC Comment Letter 0000000000-24-011206 to Shuttle Pharmaceuticals Holdings, Inc. (SHPH)
Shuttle Pharmaceuticals Holdings, Inc.
Date: Oct. 4, 2024 · CIK: 0001757499 · Accession: 0000000000-24-011206
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282231
Letter
October 4, 2024 Anatoly Dritschilo Chief Executive Officer Shuttle Pharmaceuticals Holdings, Inc. 401 Professional Drive, Suite 260 Gaithersburg, MD 20879 Re:Shuttle Pharmaceuticals Holdings, Inc. Registration Statement on Form S-1 Filed September 20, 2024 File No. 333-282231 Dear Anatoly Dritschilo: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General Please revise your registration statement as appropriate to provide clear and consistent disclosure of the nature and amount of securities being registered. In this regard, it appears that you are registering units, with each unit consisting of (i) a share of common stock plus a common warrant or (ii) for security holders who would exceed 4.99% beneficial ownership, a pre-funded warrant plus a common warrant. It further appears that, in addition to the units, you are registering the shares of common stock issuable upon exercise of the pre-funded warrants and the common warrants. However, the foregoing is not clear in the heading at the top of your prospectus cover page and is not addressed until the fourth paragraph of the prospectus cover page. Your revised disclosures, including the heading at the top of your prospectus cover page, should prominently and clearly identify the types of securities, and the number of each type of security, you are registering. Your revised disclosures should also clearly disclose the offering price per unit. Refer to Items 1.
October 4, 2024 Page 2 501(b)(2) and (3) of Regulation S-K. In addition to your revisions on the prospectus cover page, please similarly revise your disclosures in "The Offering," "Description of Securities We are Offering," and "Plan of Distribution" sections beginning on pages 12, 95, and 97, respectively, as appropriate. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jessica Dickerson at 202-551-8013 or Joshua Gorsky at 202-551-7836 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Megan J. Penick, Esq.
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October 4, 2024
Anatoly Dritschilo
Chief Executive Officer
Shuttle Pharmaceuticals Holdings, Inc.
401 Professional Drive, Suite 260
Gaithersburg, MD 20879
Re:Shuttle Pharmaceuticals Holdings, Inc.
Registration Statement on Form S-1
Filed September 20, 2024
File No. 333-282231
Dear Anatoly Dritschilo:
We have conducted a limited review of your registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
Please revise your registration statement as appropriate to provide clear and consistent
disclosure of the nature and amount of securities being registered. In this regard, it
appears that you are registering units, with each unit consisting of (i) a share of common
stock plus a common warrant or (ii) for security holders who would exceed 4.99%
beneficial ownership, a pre-funded warrant plus a common warrant. It further appears
that, in addition to the units, you are registering the shares of common stock issuable upon
exercise of the pre-funded warrants and the common warrants. However, the foregoing is
not clear in the heading at the top of your prospectus cover page and is not addressed until
the fourth paragraph of the prospectus cover page. Your revised disclosures, including the
heading at the top of your prospectus cover page, should prominently and clearly identify
the types of securities, and the number of each type of security, you are registering. Your
revised disclosures should also clearly disclose the offering price per unit. Refer to Items 1.
October 4, 2024
Page 2
501(b)(2) and (3) of Regulation S-K. In addition to your revisions on the prospectus cover
page, please similarly revise your disclosures in "The Offering," "Description of
Securities We are Offering," and "Plan of Distribution" sections beginning on pages 12,
95, and 97, respectively, as appropriate.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jessica Dickerson at 202-551-8013 or Joshua Gorsky at 202-551-7836
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Megan J. Penick, Esq.