CORRESP Filing
Shuttle Pharmaceuticals Holdings, Inc.
Date: Dec. 29, 2025 · CIK: 0001757499 · Accession: 0001493152-25-029427
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-291628
Letter
Shuttle Pharmaceuticals Holdings, Inc.
Professional Drive, Suite 260
Gaithersburg, MD 20879
December 29, 2025
Via EDGAR
Alan Campbell and Laura Crotty
Division of Corporation Finance
Office of Life Sciences
F Street, NE
Securities and Exchange Commission
Washington, D.C. 20549
Re: Shuttle Pharmaceuticals Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 11, 2025
File No. 333-291628
Ladies and Gentlemen:
This correspondence responds to the letter, dated December 15, 2025, received from the staff of the Securities and Exchange Commission (the " Staff ") regarding the above-mentioned Amendment No. 1 to the Registration Statement on Form S-1 filed on December 11, 2025 (" Amendment No. 1 ") by Shuttle Pharmaceuticals Holdings, Inc. (the " Company ", " we ", " us " or " our "). For convenience, the Staff's comment is restated below in bold text, with the comment followed by our response.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. We note your disclosure in your registration statement and in your Form 8-K filed November 26, 2025, incorporated by reference into the registration statement, indicating that a wholly owned subsidiary of your company acquired substantially all of the assets and liabilities of Molecule.ai and that you plan to discontinue clinical trials of your lead product candidate. We further note the consideration payable by your company consisted of a one-time cash contribution of $3M, a first installment contribution equal to $3M, a second installment contribution equal to $2M and two contingent contributions. Please revise to include acquired company financial statements for Molecule.ai, including pro forma financial statements. Alternatively, please tell us why these financial statements are not required. Refer to Rule 11-01(d) of Regulation S-X.
Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that we have concluded that no such financial statements are required. In determining whether the acquisition of substantially all of the assets and liabilities of Molecule.ai should be treated as an acquisition of a business, the Company considered the guidance in Rule 11-01(d) of Regulation S-X, which indicates that the acquisition should be evaluated in light of the facts and circumstances involved and whether there is sufficient continuity of the acquired entity's operations prior to and after the transactions such that disclosure of prior financial information is material to an understanding of future operations. Among the facts and circumstances the Company considered were the following: (1) whether the acquired assets and liabilities of Molecule.ai had any revenue-producing activity or other operations or (2) whether the acquired assets and liabilities of Molecule.ai had any of the following attributes: (i) physical facilities, (ii) employee base, (iii) market distribution system, (iv) sales force, (v) customer base, (vi) operating rights, (vii) production techniques or (viii) trade names.
Pursuant to the Asset Purchase Agreement (the " Asset Purchase Agreement ") between the Company, 1563868 B.C. Ltd., a Canadian limited corporation and the Company's wholly owned subsidiary, 1542770 BC Ltd., a Canadian limited corporation, and Zhitian (Andy) Zhang (the " Consultant "), an individual residing in Vancouver, Canada, the Company acquired Molecule.ai's software platform designed to accelerate drug discovery through AI powered molecular intelligence. Prior to the acquisition, the acquired software did not have any revenue-producing activities, and no customer base existed. In addition, the Company did not assume any liabilities pursuant to the Asset Purchase Agreement, nor did the Company acquire any physical facilities, employee base (other than the services of a single consultant, as described in the Asset Purchase Agreement), market distribution system, sales force, operating rights, production techniques or trade names. Accordingly, given the lack of operations associated with the acquired software, the Company affirms that disclosure of prior financial information would not be material to an understanding of future operations. For this reason, historical financial information of the acquired assets is not required.
We hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact Aaron Schleicher, Esq. at (212) 660-3034 or aschleicher@sullivanlaw.com.
Very
truly yours,
/s/
Christopher Cooper
Show Raw Text
CORRESP
1
filename1.htm
Shuttle
Pharmaceuticals Holdings, Inc.
401
Professional Drive, Suite 260
Gaithersburg,
MD 20879
December
29, 2025
Via
EDGAR
Alan
Campbell and Laura Crotty
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, NE
Securities
and Exchange Commission
Washington,
D.C. 20549
Re:
Shuttle Pharmaceuticals Holdings, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
December 11, 2025
File
No. 333-291628
Ladies
and Gentlemen:
This
correspondence responds to the letter, dated December 15, 2025, received from the staff of the Securities and Exchange Commission (the
" Staff ") regarding the above-mentioned Amendment No. 1 to the Registration Statement on Form S-1 filed on December
11, 2025 (" Amendment No. 1 ") by Shuttle Pharmaceuticals Holdings, Inc. (the " Company ", " we ",
" us " or " our "). For convenience, the Staff's comment is restated below in bold text, with
the comment followed by our response.
Amendment
No. 1 to Registration Statement on Form S-1
Cover
Page
1.
We
note your disclosure in your registration statement and in your Form 8-K filed November 26, 2025, incorporated by reference into
the registration statement, indicating that a wholly owned subsidiary of your company acquired substantially all of the assets and
liabilities of Molecule.ai and that you plan to discontinue clinical trials of your lead product candidate. We further note the consideration
payable by your company consisted of a one-time cash contribution of $3M, a first installment contribution equal to $3M, a second
installment contribution equal to $2M and two contingent contributions. Please revise to include acquired company financial statements
for Molecule.ai, including pro forma financial statements. Alternatively, please tell us why these financial statements are not required.
Refer to Rule 11-01(d) of Regulation S-X.
Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that we have concluded that no such financial
statements are required. In determining whether the acquisition of substantially all of the assets and liabilities of Molecule.ai should
be treated as an acquisition of a business, the Company considered the guidance in Rule 11-01(d) of Regulation S-X, which indicates that
the acquisition should be evaluated in light of the facts and circumstances involved and whether there is sufficient continuity of the
acquired entity's operations prior to and after the transactions such that disclosure of prior financial information is material
to an understanding of future operations. Among the facts and circumstances the Company considered were the following: (1) whether the
acquired assets and liabilities of Molecule.ai had any revenue-producing activity or other operations or (2) whether the acquired assets
and liabilities of Molecule.ai had any of the following attributes: (i) physical facilities, (ii) employee base, (iii) market distribution
system, (iv) sales force, (v) customer base, (vi) operating rights, (vii) production techniques or (viii) trade names.
Pursuant
to the Asset Purchase Agreement (the " Asset Purchase Agreement ") between the Company, 1563868 B.C. Ltd., a Canadian
limited corporation and the Company's wholly owned subsidiary, 1542770 BC Ltd., a Canadian limited corporation, and Zhitian (Andy)
Zhang (the " Consultant "), an individual residing in Vancouver, Canada, the Company acquired Molecule.ai's software
platform designed to accelerate drug discovery through AI powered molecular intelligence. Prior to the acquisition, the acquired software
did not have any revenue-producing activities, and no customer base existed. In addition, the Company did not assume any liabilities
pursuant to the Asset Purchase Agreement, nor did the Company acquire any physical facilities, employee base (other than the services
of a single consultant, as described in the Asset Purchase Agreement), market distribution system, sales force, operating rights, production
techniques or trade names. Accordingly, given the lack of operations associated with the acquired software, the Company affirms that
disclosure of prior financial information would not be material to an understanding of future operations. For this reason, historical
financial information of the acquired assets is not required.
We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Aaron Schleicher, Esq. at (212) 660-3034 or aschleicher@sullivanlaw.com.
Very
truly yours,
/s/
Christopher Cooper
Christopher
Cooper
Interim
Chief Executive Officer and Chief Financial Officer
Shuttle
Pharmaceuticals Holdings, Inc.
cc:
David
E. Danovitch, Esq., Sullivan & Worcester LLP
Aaron
M. Schleicher, Esq., Sullivan & Worcester LLP