UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a - 101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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SHUTTLE PHARMACEUTICALS HOLDINGS INC.

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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SHUTTLE PHARMACEUTICALS HOLdIngS InC.

2022

2023 Annual Meeting of ShareholdersStockholders

November 21, 2022October 20, 2023

Letter to Shareholders

Dear Shareholders,

In calendar year 2022 our company completed an underwrittenFollowing the Company’s successful initial public offering, to raise $10 millionthe priority for clinicalShuttle Pharma’s leadership team has been focused on advancing the development of Ropidoxuridine, as aour clinical phase radiation sensitizer and histone deacetylase 6 inhibitor, SP-2-225, as an immune activator. After completing our IPO, we engagedsensitizer. The active pharmaceutical ingredient (API) was manufactured under good manufacturing practice (GMP) by TCG GreenChem, Inc. and the University of Iowa Pharmaceuticals, Inc. formulated the drug product, producing 25,000 capsules to manufacture drugs for use in ourenable the planned Phase II clinical trial. To advance the testing of Ropidoxuridine sensitization of glioblastoma brain tumors to radiation therapy, pre-IND regulatory guidance has been received from the FDA to inform the final preparation of the chemical manufacturing and control (CMC) processes and the clinical protocol design. To provide regulatory support for the investigational new drug (IND) application, the final clinical protocol development and clinical trial and Theradex Oncology, a leadingmonitoring, we have engaged the clinical research organization to provide regulatory(CRO), Theradex Oncology, with the expectation of completing IND and clinical support.protocol submission and FDA review in Q4 of 2023 to initiate protocol enrollment.

Our leadership team has also been strengthenedsupported by the addition of Bette Jacobs,senior consultants; Gary Russo, PhD, providing pharmacology and FDA filings expertise, and Steven Bayern, providing business development expertise and advice. To address the need for laboratory support to our boardtest protocol related clinical specimens, we have moved from the previously leased incubator laboratories to 2,209 sq ft of directors.leased research offices and laboratory space in Gaithersburg, MD. Pre-clinical cellular studies will be performed in these laboratories, while in vivo studies will be performed by contract with Dr. Jacobs is a distinguished scholarAlejandro Villagra at Georgetown University’s O’Neill Institute for National and Global Health Law and former dean of the Georgetown University School of Nursing and Health Studies. Dr. Jacobs brings academic and corporate leadership, as well as experience in community service. We have also engaged our Scientific Advisory Committee to provide guidance and help set priorities for the development of our clinical and pre-clinical pipeline.University.

Our intellectual properties continue to receive approvals in the U.S., Canada and internationally, numbering more than 22 approved patents to date. This intellectual property has been enhanced with approval of two additional U.S. Patentswas discovered in Shuttle Pharma laboratories and renewalis owned by the FDA of our “Orphan” designation of RopidoxuridineCompany. The HDAC6 selective inhibitors are the next priority for the treatment of glioblastoma brain tumors. Progresspre-IND enabling and testing in reaching the final milestones for the Company’s NIH SBIR contracts performed in collaborationa Phase I clinical trial. In addition, we have collaborated with Georgetown University scientists includes completion of the “Moonshot” funded prostate cancer health disparities research project entitledto submit patent applications for “Predictive biomarkers of radiation late effects.” A diagnostic device has been invented, analytical validation has beenWe have completed and we are workingnegotiations with collaborators to establish a CLIA accredited reference laboratory to perform clinical validation studies to seek FDA approvalGeorgetown University for exclusive license of the device.patent for development of a diagnostic test of patients undergoing radiation therapy for prostate cancers.

As you may be aware, recent financial markets have becomecontinue to be erratic, restricting access to the public capital markets. Therefore, we have adapted to this barrier to drug development by prioritizingOur plans for use of capital to primarily focuswill be prioritized on expediting the Phase II clinical trial of Ropidoxuridine.Ropidoxuridine and we will continue with a project targeted capital raise as well as applications for non-dilutive funding through the NIH SBIR program.

In summary, I would like the thank our shareholders, members of the board of directors, leadership team and employees for their continued support of the Company. I look forward to continued progress towards additionalmeeting the scheduled scientific milestones in the coming year.

Sincerely,

/s/ Anatoly Dritschilo, MD

Anatoly Dritschilo, MD

CEO and Chairman of the Board of Directors

Shuttle Pharmaceuticals Holdings, Inc.

Notice of Annual Meeting of ShareholdersStockholders of Shuttle Pharmaceuticals Holdings, Inc.

DATE AND TIME		VIRTUAL MEETING		RECORD DATE
DATE AND TIME		VIRTUAL MEETING		RECORD DATE
Friday,Monday, December 16, 202218, 2023 at 12:00 P.M. EST		This year’s meeting will be held online at: www.virtualshareholdermeeting.com/SHPH2022SHPH2023		November 1, 2022October 19, 2023

Shareholders will also consider such other business as may properly be presented before the Annual Meeting or any adjournment thereof.

This notice, proxy statement and voting instructions are being mailed to shareholdersstockholders beginning on or about November 21, 2022.October 20, 2023.

Your vote is important

Regardless of whether you plan to attend the live meeting, we encourage you to vote as soon as possible in one of the following ways:

VIA THE INTERNET		BY TELEPHONE		BY MAIL
VIA THE INTERNET		BY TELEPHONE		BY MAIL		AT THE VIRTUAL MEETING
Visit the web site listed on your proxy card		Call the telephone number on your proxy card		Sign, date, and return your proxy card in the enclosed envelope		Attend the Annual Meeting online at www.virtualshareholdermeeting.com/SHPH2022SHPH2023

Table of Contents

Proxy Summary

About the Meeting

DATE AND TIME December 16, 202218, 2023 at 12:00 P.M. EST   MEETING You can attend the annual meeting virtually via the Internet by visiting www.virtualshareholdermeeting.com/SHPH2022.SHPH2023.		RECORD DATE November 1, 2022October 19, 2023   STOCK EXCHANGE The common stock of Shuttle Pharmaceuticals is listed on The Nasdaq Capital Market under the symbol “SHPH.”
PROXY VOTING
Internet	Meeting	Phone
Internet	Meeting	Phone	Mail
Visit the web site listed on your proxy card	Vote at the Annual Meeting online at www.virtualshareholdermeeting.com/SHPH2022SHPH2023	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope

PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM
The Board of Directors recommends that you vote FOR the ratification of the Company’s independent auditors, BF Borgers CPA, PC (“BF Borgers”).auditor, FORVIS LLP.
PROPOSAL 3: EXECUTIVE COMPENSATION
The Board of Directors recommends that you vote FOR approval of the Company’s executive compensation plan, on an advisory basis. We believe the numbers that we have prepared areexisting executive compensation structure for our named executive officers, as presented herein, is fair and in the best interest of the Company’s executives and shareholdersstockholders alike.
PROPOSAL 4: FREQUENCY OF EXECUTIVE COMPENSATION

The Board of Directors recommends that you vote FOR approval of the Company’s plan for the frequency of advisory votes on executive compensation, on an advisory basis. The Company believes that it would be fair and in the best interests of the Company and the shareholders that such advisory vote should be taken on a yearly basis.

introduction to our Board of Directors

C = Chair | M = Member

Compensation Highlights

		WHAT WE DO
	Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board of Directors has adopted written charters for each of these committees. Copies of the charters are available on our website at www.shuttlepharma.com. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.

		WHAT WE DO NOT DO
	●	We do not allow repricing of stock options without shareholderstockholder approval.
	●	We do not provide change of control payments or gross-up of related excise taxes.
	●	Dividend equivalents will not be paid unless vesting and performance conditions for Restricted Stock Units (RSUs), to which such rights attach, are met.
	●	We do not provide significant perquisites to our named executive officers.

Board of Directors and Corporate Governance

Below is biographical information about each of our Directors:

Anatoly Dritschilo, M.D. Dr. Dritschilo is a co-founder of the Company and has served as Chief Executive Officer and Chairman of the Board and Chief Executive Officerof Directors since companythe Company’s formation in December 2012. Dr. Dritschilo is a radiation oncologist by training and has held multiple leadership positions in health care. At Georgetown University Medical School in Washington, D.C., he served principally as Department Chair from 1980 to 2018;2022; Chief of Radiation Oncology at MedStar-Georgetown University Hospital from 2005 to 2016;2022; Medical Director of Georgetown University Hospital from 1994 to 1997; and Interim Director of the NCI-funded Lombardi Comprehensive Cancer Center from 2005 to 2007. He has also served on the Boardsboards of Directorsdirectors of MedStar-Georgetown University Hospital, the National Capital Rehabilitation Hospital, and the MedStar Health Research Institute. His experience with Pharma includes Board of Directors membership of NeoPharm, Inc, andPreviously, he was a founding director of Oncomed, (NeoPharm).Inc. and a member of the board of directors of Neopharm, Inc. His 200+250+ scientific publications and 12 issued patents have earned him election as a Fellow of the National Academy of Inventors. Dr. Dritschilo holds a BSBachelor of Science degree in Chemical Engineering from the University of Pennsylvania, hisa medical degree from the College of Medicine of New Jersey and residency training from the Harvard, Joint Center for Radiation Therapy. His qualifications support his service as CEOour Chief Executive Officer and Chairman of the Board of Directors of Shuttle Pharmaceuticals, Inc.Directors.

Milton Brown, MD, PhD.M.D., Ph.D., FNAI. Dr. Brown is a co-founder of theour Company, and haspreviously served as our Chief Scientific Officer for Chemistry, and ashas served a member of our Board of Directors since the board of directors since we were formedCompany’s formation in December 2012. Since August 2022, Dr. Brown has also served as Vice Dean of Research, Professor of Internal Medicine and the Prudence and Louis Ryan endowed chair in translational research at Eastern Virginia Medical School. Previously, he was Director of the Center for Drug Discovery at the George Mason University from 2020 to 2022 and Director of the Inova Center for Drug Discovery and Development from 2016 to 2020. Dr. Brown was a founder in 2004 of Rivanna Pharmaceuticals ain 2004 and co-founder, Chairman and CEO of Trocar Pharma in 2020, both of which are Virginia-based biopharmaceutical companycompanies engaged in the discovery and development of novel small molecule therapeutics for the treatment of neurological, diseasesoncological, and cancer. Since 2012,infectious diseases. Dr. Brown has also served as Director of the Drug Discovery Center at Georgetown University Medical School from 2012 to 2016 and since 2010, he has been the principal investigator of the NIH/NCI funded Chemical Diversity Center. HeCenter from 2010 to 2015. Dr. Brown brings to Shuttle 15Pharma 25 years of experience in drug discovery with over 80100 publications and eight67 issued patents, including discovery of novel HDAC inhibitorsinhibitors. Dr. Brown was a 2015 recipient of the Percy Julian Award by the National Organization of Black Chemists and has two drugs currentlyChemical Engineers for significant contributions in clinical trials.pure and/or applied research in science. He has served on government committees including the NIH Experimental Therapeutics Study Section, the NIH Drug Discovery and Molecular Pharmacology Study Section and was a scientific counselor to the U.S. Secretary of Health. Dr. Brown holds a Ph.D. in synthetic chemistry from the University of Alabama, and an MDM.D. from the University of Virginia. He is an elected fellow of the National Academy of Inventors (FNAI). His extensive experience and expertise in drug discovery makes him uniquely qualified to direct Shuttle’sguide the company’s drug discovery program and serve as a director.member of our Board of Directors.

Chris H. Senanayake, PhD.Ph.D. Dr. Senanayake was appointed to the positionbe a member of Director on the Company’s Board of Directors in 2021. In 2019, Dr. Senanayake founded TCG GreenChem, Inc., a U.S. subsidiary of TCG Lifesciences Pvt. Ltd., a leading global Contract Research and a Scientific AdvisorManufacturing Services (CRAMS) company in 2020 with over +30the area of drug discovery, development and commercialization, where he serves as chief executive officer. Dr. Senanayake has more than 30 years of pharmaceutical industry experience.experience, making him an invaluable asset to Shuttle Pharma’s mission as the Company advances its pharmaceutical candidates in clinical trials. He received his PhD in Synthetic Organic Chemistry in 1987. Currently, he is the Founder and Chief Executive Officer (CEO) of TCG GreenChem Inc. and Chief Scientific Officer of TCG Lifesciences, Pvt. Ltd. From 1989-1996, hehas held positions of Senior Scientist at Dow Chemical, and Research Fellow at Merck & Co, Inc. From 1996(from 1990 to 2002, he served as1996), Director and Executive Director of Process Research at Sepracor, Inc. and from 2002(1996 to 2018 as2002), Director of Chemical Development and Vice President of Chemical Development for Boehringer Ingelheim Pharmaceuticals, Inc. In 2018, -2019, he was appointed as the CEO of Asta GreenChem, Inc in Richmond VA and Astatech (Chengdu) Biopharmaceuticals Corp. in China. He has a record of leading and delivering on high complexity APIs for manufacturing. Dr. Senanayake participated in development activities of many drugs, development activities including multi-billion-dollar blockbuster drugs, such as Crixivan, Lunesta, Jardiance, R, R Formotorol, Desvenlafaxine HCV arena and many other drug candidates which now improve the lives of millions of patients worldwide.candidates. He is co-author of 425 scientific publications and is co-inventor of >150more than 150 patents. Dr. Senanayake received his Ph.D. in synthetic organic chemistry at Wayne State University, where he developed the total synthesis of complex natural products and completed the first total synthesis of grosshemin in the guaianolide family. In his postdoctoral fellowship, he conducted total synthesis of polyol systems such as amphotericin B, compactin and C-nucleosides.

We believe Dr. Senanayake’s detailed and in-depth experience as an executive and developer of pharmaceuticals will enable him to provide value to us by introducing potential joint venture partners, as well as enhancing our oversight through his in-depth understanding of and experience in the pharmaceuticals industry.

Steven Richards, MBA, CPA.Richards. Mr. Richards was appointed to Director on the Company’sbe a member of our Board of Directors in 2019. He is CEO and Founder of Endurance Media, a media finance company based in Santa Monica, California, that launched in 2014 with a strategic alliance with eOne Entertainment withand a mandate to produce and finance commercially driven feature films. From 2006 to 2014, Mr. Richards served as Co-President and Chief Operating Officer of Silver Pictures where he oversaw all business activities and managed a team of more than 20 people responsible for film development, production, and financial information. From 2000 to 2006, he served as Chief Financial Officer at Silver Pictures and from 1995 to 2000 as Vice President, Finance, at Silver Pictures. Mr. Richards holds an MBA in Finance from UCLA, a BBA in accounting from Temple University, and holds his CPA license. We believe his experience as a chief financial officer and inhis knowledge of accounting will assist in providing our board guidance and oversight to our Board of Directors as we grow our Company.

Joshua SchaferSchafer. . JoshuaMr. Schafer was appointed to be a member of our company’sBoard of Directors in 2019. From January 2023 until present, Mr. Schafer has been serving as the Chief Commercial Officer, and EVP Business Development at Zevra Therapeutics, a rare disease company. From November 2022 until January 2023, Mr. Schafer was interim CEO and Chair of the board of directors in 2019. Since 2015,at PHARNEXT, an entity he has served on the board of directors since July 2020. From December 2020 until November 2022, Mr. Schafer served as Senior Vice President and Head of CorporateGeneral Manager, Autoimmune and Rare Disease Business for Mallinckrodt Pharmaceuticals Incorporated. In addition, he served as Chief Strategy and Business Development forOfficer from September 2019 until December 2020, and from 2015 to September 2019 he was SCP of Business Development and General Manager of International Operations at Mallinckrodt Pharmaceuticals Incorporated.Pharmaceuticals. From 2009 until 2015, he served as Vice President and Oncology Therapeutic Area Head at Astellas Pharmaceuticals Incorporated, where he was responsible for building the company’s global oncology franchise. From 2000 until 2009, Mr. Schafer served in positions of increasing seniority at Takeda Pharmaceuticals North America, including Manager and Senior Manager, New Product and New Business Development; Senior Product Manager, Gastrointestinal Marketing; and Director, Oncology and Renal Marketing and Commercial Development. He began working in the healthcare and pharmaceutical industry in 1998 and has served in various positions including management consulting at Accenture (formerly Anderson Consulting), G.D. Searle & Co. (later acquired by Pfizer) and Cognia Corporation. He received his Bachelor of Arts in Biology and German at the University of Notre Dame, his MS in Biotechnology from Northwestern University and his MBA from Northwestern University. We believe Mr. Schafer’s extensive experience in pharmaceutical strategy, marketing and business development will assist our board’sBoard of Directors’ oversight role as we build and develop our Company.

Bette Jacobs, PhDPh.D.. Dr. Jacobs was appointed to be a member of the Company’s boardBoard of Directors in October 2022. Dr. Jacobs is an experienced researcher, administrator, and businesswoman currently serving as a professor in the department of health systems administration at Georgetown University and as a distinguished scholar at the O’Neill Institute for National and Global Health Law. Dr. Jacobs holds her Ph.D. from the University of Texas and is noted for her groundbreaking transdisciplinary and cross-sector work in systems design. As a voting member of the Cherokee Nation, she has lifetime involvement in equity programs and has testified before Congress. In addition to serving on several start-up boards, Dr. Jacobs founded the National Coalition of Ethnic Minority Nurse Associations funded by the NIH National Institute of General Medical Sciences. Prior to her current role at Georgetown, she served as dean at the Georgetown School of Nursing and Health Studies, vice president for Honda of America Manufacturing, associate director of applied research at UAB Civitan International Research Center and acting dean of graduate studies and research at California State University. She has been a fellow and visiting professor at the University of Oxford and an academic guest scholar and lecturer at several acclaimed universities worldwide. Her wealth of experience in research, administration and serving on boards coupled with her unique background and perspectives makes her ideally suited to serving as a member of our Board. of Directors.

Family Relationships

There are no family relationships among our directors.

BOARD DIVERSITY matrix

We believe that our Board of Directors should consist of individuals reflecting the diversity represented by our employees customers and the communities in which we operate. The below table provides information related to the composition of our Board members and nominees.nominees of the Board of Directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

nominees for Director

Director Independence

Director Independence

As of the date of this Annual Report,proxy statement, Steven Richards, Dr. Chris H. Senanayake, Joshua Schafer, and Dr. Bette Jacobs are our independent Directors.directors. As a Nasdaq listed company, we believe that the foregoing Directorsdirectors satisfy the definition of “Independent Director” under Nasdaq Rule 5605(a)(2). In making this determination, our Board of Directors considered the relationships that each of these non-employee Directorsdirectors has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence. As required under applicable NASDAQNasdaq rules, we anticipate that our independent Directorsdirectors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent Directorsdirectors and management.

Board Leadership Structure

Dr. Dritschilo holds the positions of Chief Executive Officer and Chairman of the Board of Directors of the Company. The Board of Directors believes that Dr. Dritschilo’s services as both Chief Executive Officer and Chairman of the Board is in the best interest of the Company and its shareholders.stockholders. Through his extensive educational and professional experiences, Dr. Dritschilo possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us in our business and is thus best positioned to develop agendas that ensure that the Board’sBoard of Directors’ time and attention are focused on the most critical matters relating to the Company’s business.operation. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our shareholders,stockholders, employees, and customers.collaborators.

The Board of Directors has not designated a lead director. The independent Directors can call and plan their executive sessions collaboratively and, between meetings of the Board, communicate with management and one another directly. Under these circumstances, the Directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as Directors.

The Board has not designated a lead independent director. The independent directors can call and plan their executive sessions collaboratively and, between meetings of the Board of Directors, communicate with management and one another directly. Under these circumstances, the Directorsindependent directors believe designating a lead independent director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as Directors.independent director.

The Board of Directors receives regular reports from the Chief Executive Officer and members of senior management on operational, financial, legal, and regulatory issues and risks. The Audit Committee of the Board of Directors additionally is charged under its charter with oversight of financial risk, including the Company’s internal controls, and it receives regular reports from management the Company’s internal auditors and the Company’s independent auditors.auditor. Whenever a committee of the Board of Directors receives a report involving risk identification, risk management or risk mitigation, the chairman of the relevant committee reports on that discussion, as appropriate, to the full Board of Directors during the next meeting of the Board meeting.

of Directors.

Board Meetings and Committees

The Board of Directors held twofour meetings and held one actionseven actions by written consent during the year ended December 31, 2021.2022. During 2021,2022, all directors attended 100% of the meetings of the boardBoard of directorsDirectors and board committees of which the director was a member. Our Board of Directors has become substantially more active during the process of preparing to go public and becoming public, holding a total of five meetings in 2022, along with multiple committee meetings. Below is the current make-up of each of the committees of our Board committees:of Directors:

Our Board of Directors has established three committees consisting of an audit committee,Audit Committee, a compensation committee,Compensation Committee, and a nominatingNominating and corporate governance committee.Corporate Governance Committee. The members of each committee qualify as “independent” as defined under Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Moreover, at least one member of the audit committeeAudit Committee qualifies as an “audit committee financial expert” as the term is defined under Nasdaq listing standards and applicable rules and regulations of the SEC, based on theirhis respective business and professional experience in the financial and accounting fields.

Audit Committee. According to its charter, the Audit Committee is to consist of at least three members, each of whom shall be a non-employee director who has been determined by the Board of Directors to meet the independence requirements under Nasdaq rules, and also Rule 10A - 3(b)10A-3(b)(1) of the SEC,Securities Act, subject to the exemptions provided in Rule 10A - 3(c)10A-3(c). A copy of our Audit Committee Charter is located under the “Governance”“Investor Relations-Governance” tab on our website at www.shuttlepharma.com. At present, the Audit Committee, which consists of Steve Richards, MBA, CPA (Chair), Dr. Chris H. Senanayake, and Dr. Bette Jacobs, assists our Board of Directors in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, including (a) the quality and integrity of the Company’s financial statements (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditors’auditor’s qualifications and independence and (d) the performance of the Company’s internal audit functions and independent auditors,auditor, as well as other matters which may come before it as directed by the boardBoard of directors.Directors. Further, the Audit Committee, to the extent it deems necessary or appropriate, among its several other responsibilities, is responsible for annually reviewing the qualifications, performance and independence of the independent auditorsauditor and the audit plan, fees, and audit results. Our Board of Directors had previously determined Steve Richards meets the requirements of being an “audit committee financial expert,” as defined by the rules and regulations of the SEC, and, as a result, he serves as Chairchair of the Audit Committee.

Compensation Committee. The Compensation Committee members are Steve Richards and Joshua M. Schafer (Chair). The Compensation Committee aids our Board of Directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees, and consultants. A copy of our Compensation Committee Charter is located under the “Governance”“Investor Relations-Governance” tab on our website at www.shuttlepharma.com.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists of Joshua M. Schafer, Steve Richards (Chair) and Dr. Bette Jacobs, recommends to the Board of Directors individuals qualified to serve as directors and on committees of the Board of DirectorsDirectors. The Nominating and Corporate Governance Committee further serves to advise the Board of Directors with respect to the boardBoard of directorsDirectors composition, procedures and establishment of committees, as needed, to develop and recommend to the boardBoard of directors a set ofDirectors corporate governance principles applicable to the Company, and to oversee the evaluation of the boardBoard of directorsDirectors and Shuttle’s management. The Corporate Governance and Nominating Committee will consider stockholder recommendations for candidates for the Board of Directors in the same manner it considers nominees from other sources. Our Board of Directors retains the ultimate authority to nominate a candidate for election by the stockholders as a director or to fill any vacancy that may occur. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. In addition, the nominatingNominating and corporate governance committeeCorporate Governance Committee will consider diversity of background including diversity of race, ethnicity, international background, gender and age when evaluating candidates for board membership. All members of the Corporate Governance and Nominating Committee are independent Directors.directors. A copy of our Corporate Governance and Nominating Committee Charter is located under the “Governance”“Investor Relations-Governance” tab on our website at www.shuttlepharma.com.

Audit Committee

The Audit Committee of our Board of Directors is our standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

KEY RESPONSIBILITIES

COMPENSATION Committee

KEY RESPONSIBILITIES

NOMINATING AND CORPORATE GOVERNANCE Committee

KEY RESPONSIBILITIES

Considerations in Evaluating Director Nominees

The Board of Directors is responsible for overseeing the Company’s business consistent with its fiduciary duty to the shareholders.stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the Board of Directors that are applicable to Directorsdirectors and there are other skills and experience that should be represented on the Board of Directors as a whole but not necessarily by each director. The Corporate Governance and Nominating Committee considers the qualifications of director candidates individually and in the broader context of the Board’sBoard of Directors’ overall composition and the Company’s current and future needs.

ShareholderSTOCKholder Recommendations for Nominations to the Board of Directors

We do not currently have a procedure by which security holders may recommend nominees to the Board.Board of Directors. Prior to the listing of our common stock on NASDAQ,Nasdaq, as a private company with a limited shareholderstockholder base, we did not believe that it was important to provide such a procedure. However, as a publicly traded NASDAQNasdaq-listed company with the requirement to hold annual shareholderstockholder meetings, we will consider implementing such a policy in the future.

future as our Board of Directors deems necessary.

Communications with the Board of Directors

ShareholdersStockholders can communicate with the Board of Directors by emailing or calling Robert Blum at Lytham Partners, LLC, who will forward the correspondence to each addressee.

BY EMAIL shph@lythampartners.com		BY PHONE 602-889-9700

Corporate Governance Guidelines and Code of Business Conduct and Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors, and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any shareholderstockholder requesting a copy in writing from our Secretarysecretary at our executive offices in Rockville,Gaithersburg, Maryland. A copy of our code of ethics is available on our website at www.shuttlepharma.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Role of the Board of Directors in Risk Oversight

Members of the Board of Directors have periodic meetings with management and the Company’s independent auditorsauditor to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the Board’sBoard of Directors’ role in risk oversight does not materially affect the leadership structure of the Company. The Company believes that its founders, leadership team and members of the Board of Directors exemplify diversity and inclusivity with respect to race, sex and ethnic origin. The Board of Directors presently has three diverse directors, including one female director, and is now in full compliance with Nasdaq’s diversity requirements.

Director Compensation

Each of our non-employee directors are compensated in accordance with their director offer letters, with each receiving compensation on an annual basis consisting of (i) $25,000 in cash, payable in quarterly installments commencing 90 days after completion of our initial public offering and (ii) $75,000 in restricted stock units (“RSUs”) for those directors appointed in 2019 and $100,000 in RSUs for those appointed in 2021 and thereafter, with the per share value of such RSUs determined as of the grant date. Pursuant to director offer letters entered into between each director and our Company, the RSUs vest over a two-year period in one third increments, with one-third vesting immediately upon signing and then one-third vesting on each of the first and second anniversary of election. In addition, non-employee directors are also be reimbursed for out-of-pocket costs incurred in connection with attending meetings.

Proposal 1: Election of Directors

Nominees

Vote Required

A majority of the shares present in person or by proxy and entitled to vote at our 20222023 Annual Meeting is required to approve Proposal No. 1.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

On March 21, 2023, the Company’s Audit Committee selected FORVIS LLP to serve as the Company’s independent registered public accounting firm for the review of its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ending December 31, 2023. As a result, the Audit Committee determined that BF Borgers CPA PC (“BF Borgers”) would no longer serve as the Company’s independent registered public accounting firm, effective as of March 21, 2023. In conjunction with our engagement of FORVIS LLP, we disclosed on our Current Report on Form 8-K dated March 21, 2023 (the “Form 8-K”) the following:

Fees Paid to the Independent Public Accounting Firm

The following table presentsrepresents fees for professional audit services and other services rendered to us by BF Borgers CPA, PC for ourthe audit of the Company’s annual financial statements for the fiscal years ended December 31, 2022 and 2021, and 2020.which services were rendered by BF Borgers.

Vote RequiredAudit Committee Pre-Approval Policies

The Audit Committee is tasked with pre-approving any non-audit services proposed to be provided to the Company by the independent auditor.

Audit Committee Report

In accordance with its written charter adopted by the Board of Directors, the Audit Committee assists the Board of Directors in fulfilling its responsibility of oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Our management has primary responsibility for our financial statements, financial reporting process and internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s responsibility is to select the independent auditors and monitor and oversee our accounting and financial reporting processes, including our internal controls over financial reporting, and the audits of our financial statements.

In 2022, the Audit Committee met and held discussions with management and the independent auditors. In the discussions related to our financial statements for fiscal year 2022, management represented to the Audit Committee that such financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management the financial statements for fiscal year 2022. In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors those matters required to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee received from the independent auditors the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the written disclosures and letter of the independent auditors provided to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2022 be included in our 2022 annual report on Form 10-K for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Steve Richards (Chair)

Chris H. Senanayake, Ph.D.

Bette Jacobs, Ph.D.

The immediately preceding report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such report by reference.

Vote Required

The Board of Directors recommends a vote “FOR” Proposal No. 2. A majority of the shares present in person or by proxy and entitled to vote at our 20222023 Annual Meeting is required to approve Proposal No. 2.

Proposal 3: Advisory Vote on Executive Compensation (“Say on Pay”)

Approval on an advisory basis of the compensation of our named executive officersNEOs is an ordinary resolution and must receive the affirmative vote of a majority of the votes cast in person or by proxy at the 20222023 Annual Meeting in order to be approved.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL 3 IS AS FOLLOWS:

“RESOLVED, that the Company’s shareholdersstockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in this proxy statement in the section entitled “Executive Compensation,” including the compensation tables and narrative discussions set forth therein.”

ADVISORY VOTE ONLY

This vote is advisory, and therefore not binding on the Company, the Compensation Committee, or the Board of Directors. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. Abstentions and broker non-votes will have no effect on the vote on this proposal.

Proposal 4: Advisory Vote on Frequency of Executive Compensation

ADVISORY VOTE ONLY

This vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Company will consider the outcome of the vote when considering the frequency with which to put the compensation of the Company’s named executive officers to a shareholder vote (on an advisory basis). Abstentions and broker non-votes will have no effect on the vote on this proposal.

Executive Compensation

Summary Compensation Table

The following table sets forth information regarding thebelow summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and Chief Financial Officer and certain of our namedother executive officers for the years ended December 31, 20212022 and December 31, 2020:2021.

Name and Position			YEAR				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				Total ($)
Anatoly Dritschilo, MD, CEO			2021				18,829																								18.829
			2020				35,144				-				-				-				-				-				35,144
Michael Vander Hoek, CFO, VP			2021				18,338																								18,338
			2020				17,484				-				-				-				-				-				17,484
Peter Dritschilo, President and COO			2021				31,534																								31,534
			2020				23,970				-				-				-				-				-				23,970

SUMMARY COMPENSATION TABLE

Name and principal position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Anatoly Dritschilo M.D., CEO			2022				91,418				-				171,668				-				-				-				-				263,086
			2021				18,829				-				171,668				-				-				-				-				190,497
Michael Vander Hoek, CFO, VP			2022				79,480				-				46,000				-				-				-				-				125,480
			2021				18,338				-				46,000				-				-				-				-				64,338
Peter Dritschilo, President and COO			2022				94,289				-				78,333				-				-				-				-				172,622
			2021				31,534				-				78,333				-				-				-				-				109,867
Tyvin Rich, Chief Medical Officer			2022				65,065				-				29,000				-				-				-				-				94,065
			2021				-				-				29,000				-				-				-				-				29,000

 

Outstanding Equity Awards at fiscal year-end

 

OnAs of December 31, 2022, on a post-reverse split basis, as of December 31, 2021, a total of 384,167410,754 RSUs hadhave been granted to our executive officers directors, employees and consultants under our 2018 Equity Incentive Plan (the “Plan”), of which 319,581 were issued upon vesting and 59,182 have vested21,748 remain subject to date yet remain unissued. It is our intent to filevesting. The Company has filed a registration statement on Form S-8 (SEC File No. 333-268758), as amended, to register the shares granted under our 2018 Equity Incentive Plan in the near future, at which time we will issue all such vested shares to their respective holders.Plan.

 

The following table sets forth information concerning the number of shares of common stock underlying outstanding equity incentive awards for each of our executive officers as of December 31, 2022:

Option Awards

Stock Awards

Name

Grant Date

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock not yet Vested (#))

Market Value of Shares or Units not yet Vested ($)

Bette Jacobs

10/28/2022

-

-

-

-

23,725

(1)

46,501

(1)	These restricted stock units vest in two installments on the anniversary of the grant date.

Employment Arrangements with Our Named Executive Officers

 

Each of our executive officerofficers has entered into an employment agreement with the Company. Prior to completion of our initial public offering, which was consummated on September 2, 2022, our executive officers received nominal cash compensation and initial grants of restricted stock units (“RSUs”) for their services. Following completion of our initial public offering, however, our executive officers nowus. The employees each will receive compensation on an annual basis in cash, payable in monthly installments commencing at the completion of our IPO, as well as RSUs subject to achieving certain key performance indicators, each in accordance with the terms of their employment agreements. In addition, certainindicators. Certain of our executive officers are entitled to various target bonuses, upon achievement of certain milestones. AsThe terms of the year ended December 31, 2021, we had employment agreements in place with Dr. Anatoly Dritschilo, Michael Vander Hoek, Peter Dritschilo, Dr. Tyvin Rich and Dr. Mira Jung, the terms of which are set forth below.as follows:

 

Employment Agreement with Anatoly Dritschilo, MD. M.D.

On June 28, 2019, the Companywe entered into an employment agreement with our Chief Executive Officer and Chairman of the Board of Directors, Anatoly Dritschilo, M.D. Under Dr. Dritschilo’s employment agreement, Dr. Dritschilo will receive base compensation of $274,000 per year. Dr. Dritschilo also received an initial restricted stock unit grant of 45,495 RSUsrestricted stock units (“RSUs”) (22,747 on a post-reverse split basis) issuable under the Company’s 2018 Equity Incentive Plan, which RSUs vestvested over three years in substantially equal one-third installments on each one year anniversary of the agreement. Under his employment agreement, if Dr. Dritschilo terminates his employment for “Good Reason,” as defined in the agreement, Dr. Dritschilo will be entitled to his then applicable base salary for period of 12 months, subject to his continued compliance with certain requirements of his employment agreement. Dr. Dritschilo accepted a reduced salary prior to the Company’s completion of its initial public offering in September 2022.

 

Employment Agreement with Michael Vander Hoek

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Michael Vander Hoek. On September 1, 2019, the Companywe entered into an amended employment agreement with our Chief Financial Officer and Vice President for Operations and Regulatory, Michael Vander Hoek. Under Mr. Vander Hoek’s employment agreement, he will receive base compensation of $227,000 and is entitled to a target bonus of $72,000 upon achievement of certain milestones. Mr. Vander Hoek also received an initial restricted stock unit grant of 6,096 RSUs (on a post-reverse split basis) issuable under the Company’s 2018 Equity Incentive Plan, which RSUs vest over three years in substantially equal installments on each one year anniversary of the agreement. Under Mr. Vander Hoek’s employment agreement, if he terminates his employment for “Good Reason,” as defined in the agreement, he will be entitled to his then applicable base salary for period of 12 months, subject to his continued compliance with certain requirements of his employment agreement. Mr. Vander Hoek accepted a reduced salary prior to the Company’s completion of its initial public offering in September 2022.

 

Employment Agreement with Peter Dritschilo. Dritschilo

On May 30, 2019, the Companywe entered into an employment agreement with our President and Chief Operating Officer, Peter Dritschilo. Under Mr. Dritschilo’s employment agreement, Mr. Dritschilo will receive base compensation of $236,000 and is entitled to a target bonus of $72,000 upon achievement of certain milestones. Mr. Dritschilo also received an initial restricted stock unit grant of 20,760 RSUs (10,380 on a post-reverse split basis) issuable under the Company’s 2018 Equity Incentive Plan, which RSUs vest over three years in substantially equal installments on each one year anniversary of the agreement. Under Mr. Dritschilo’s employment agreement, if Mr. Dritschilo terminates his employment for “Good Reason,” as defined in the agreement, he will be entitled to his then applicable base salary for period of 12 months, subject to his continued compliance with certain requirements of his employment agreement. Mr. Dritschilo accepted a reduced salary prior the Company’s completion of its initial public offering in September 2022.

Employment Agreement with Tyvin Rich, M.D.

 

Tyvin Rich, MD.On May 31, 2019, the Companywe entered into an employment agreement with our Chief Clinical Officer, Tyvin Rich, M.D. Under Dr. Rich’s employment agreement, Dr. Rich receives base compensation of $218,000 per year and is entitled to a target bonus of $43,000 upon achievement of certain milestones. Dr. Rich also received an initial restricted stock unit grant of 3,843 RSUs (on a post-reverse split basis) issuable under the Company’s 2018 Equity Incentive Plan, which RSUs vest over three years in substantially equal installments on each one year anniversary of the agreement. Under Dr. Rich’s employment agreement, if Dr. Rich terminates his employment for “Good Reason,” as defined in the agreement, he is entitled to his then applicable base salary for period of 12 months, subject to his continued compliance with certain provisions of his employment agreement. Dr. Rich accepted a reduced salary prior to the Company’s completion of its initial public offering in September 2022.

 

Employment Agreement with Mira Jung, Ph.D.

On May 30, 2019, the Companywe entered into an employment agreement with our Chief Scientific Officer, for Biology, Mira Jung, Ph.D. Under Dr. Jung’s employment agreement, Dr. Jung receives base compensation of $46,800 and is entitled to a target bonus of $14,200 upon achievement of certain milestones. Dr. Jung also received an initial restricted stock unit grant of 892 RSUs (on a post-reverse split basis) issuable under the Company’s 2018 Equity Incentive Plan, which RSUs vest over three years in substantially equal installments on each one year anniversary of the agreement. Under Dr. Jung’s employment agreement, if Dr. Jung terminates her employment for “Good Reason,” as defined in the agreement, Dr. Jung is then entitled to her then applicable base salary for period of 12 months, subject to her continued compliance with certain requirements of her employment agreement. Dr. Jung accepted a reduced salary prior to the Company’s completion of its initial public offering in September 2022.

Equity Compensation Plan Information

2018 Equity incentive Plan

 

The Company has one equity incentive planOur 2018 Equity Incentive Plan, which has beenwas previously approved by the Company’s shareholders: the 2018 Equity Incentive Plan, as amended (the “2018 Plan”). The 2018 Planstockholders, provides for equity incentivesincentive grants to be grantedmade to the Company’sour employees, executive officers and directors, andas well as to key advisers and consultants. Equity incentive grants may be made in the form of stock options with an exercise price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Equity Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2018 Equity Incentive Plan is administered by the Company’s Compensation Committee. A total ofWe have reserved 3,000,000 shares of the Company’s Class Aour common stock have been authorized for issuance. Asissuance under the 2018 Equity Incentive Plan, of November 21, 2022, a total of 414,350which 419,754 shares have been granted underas of the 2018 Plan.date of this proxy statement.

19

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth as of November 21, 2022, the beneficial ownership of our common stock held by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group.group, based on a total of 15,984,125 shares of common stock outstanding as of October 19, 2023.

 

Unless otherwise stated, the address of the persons set forth in the table is c/o Shuttle Pharmaceuticals Holdings, Inc., One Research Court,401 Professional Drive, Suite 450, Rockville, Maryland 20850.260, Gaithersburg, MD 20879

 

		Shares beneficially owned
Name of Beneficial Owner		Shares				Percentage (1)				**
Directors and Named Executive Officers
Anatoly Dritschilo, M.D. (2)			4,297,979				31.8	%
Peter Dritschilo (5)			10,380				-
Milton Brown, M.D., Ph.D. (3)			1,073,826				7.9	%
Mira Jung, Ph.D.(4)			1,071,716				7.9	%
Michael Vander Hoek(5)			6,095				-
Tyvin A. Rich, M.D.(5)			3,843				-
Steve Richards(6)			2,702				-
Joshua Schafer(6)			2,702				-
Chris Senanayake, Ph.D.(6)			3,843				-
Bette Jacobs(6)(7)			35,587				-
All directors and executive officers as a group (10 Persons)			6,508,673				48.1	%
5% Shareholders:
Amir F. Heshmatpour (8)			1,569,581				11.6	%

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the stockholders listed in the table below have sole voting and investment power with respect to the shares indicated.

Names and addresses		Number of shares of common stock beneficially owned (#)				Percentage of shares of common stock beneficially owned (%)
Directors and Named Executive Officers:
Anatoly Dritschilo, M.D.(1)			4,309,607				27.0
Milton Brown, M.D., Ph.D.(2)			1,080,864				6.8
Mira Jung, Ph.D.			1,071,388				6.7
Michael Vander Hoek			3,852				-
Peter Dritschilo			6,560				-
Tyvin A. Rich, M.D.			2,429				-
Steve Richards			1,707				-
Joshua Schafer			1,707				-
Chris H. Senanayake			2,791				-
Bette Jacobs(3)			11,862				0.1
All directors and officers as a group (ten persons)			6,492,767				40.6

 

	-	Denotes the holder owns less than one (1) percent of the outstanding common stock.
±	The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner”“beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.
	(2)
(1)	Consists of 1,070,824(i) 1,085,200 shares of common stock held of record by Dr. Anatoly Dritschilo, 22,748 restricted stock units which have been granted to Dr. Dritschilo, all of which have fully vested but none of which has yet been issued, and 3,204,407(ii) 1,104,407 shares of common stock and warrants to purchase 20,000 shares of commons stock, each held of record by Joy Dritschilo, his spouse.spouse, and (iii) 2,100,000 shares held by PAL Trust, a trust formed for the benefit of Dr. and Mrs. Dritschilo’s adult children and for which a third party serves as external trustee and two of their children serve as co-trustees . Dr. Dritschilo disclaims beneficial ownership over all securities held by Mrs. Dritschilo and PAL Trust.
	(3)
(2)	Consists of 1,070,824Does not include options to purchase 16,667 shares of our common stock, held by Dr. Milton Brown and 2,702 restricted stock units which have been granted to Dr. Brown, all of which have fully vested but none of which have been issued.
	(4)	Consists of 1,070,824 shares of our common stock held by Dr. Mira Jung and 892 restricted stock units which have been granted to Dr. Jung, all of which have vested and none of which has been issued to date.
	(5)	Consists of a grant of restricted stock units, which is fully vested but which has not yet been issued.
	(6)	Each of our directors have been granted restricted stock units (“RSUs”) pursuant to their letter agreements with the Company, all of which have fully vested as of the date of this prospectus, aside from the RSUs held by Dr. Senanayake, of which two-thirds have fully vested and one-third remains subject to vesting on 12/02/2022.
	(7)	Consists of 35,587 RSUs, of which one-third has vested and two-thirds remain subject to vesting.
	(8)
(3)	Includes (i) 1,119,581 shares of our commonDoes not include 23,725 restricted stock held of record by AFH Holding & Advisory, LLC, ofunits which Mr. Heshmatpour is the sole member and over which he has sole voting and investment control; (ii) 300,000 shares of our common stock held of record by KIG LLC of which Mr. Heshmatpour’s spouse, Kathy Heshmatpour, exercises sole voting and investment control; and (iii) 150,000 shares held by Angelina Heshmatpour, the minor daughter of Mr. Heshmatpour.remain subject to vesting conditions.

20

Related Party Transactions

Loan Agreements

 

●

On December 1, 2020, the Company consolidated certain loans, originally dated January 2018 and April 2018, entered into with Joy Dritschilo, the wife of our Chief Executive Officer, into a single loan between Mrs. Dritschilo and the Company (the “2018 Consolidated Loan”) such that, with accrued interest, the 2018 Consolidated Loan had a principal balance of $426,243, bears interest at a rate of 7.5% per annum, and has a maturity date of December 31, 2021. The 2018 Consolidated Loan was extended until June 30, 2022, pursuant to an amendment to the 2018 Consolidated Loan agreement dated January 24, 2022. On July 29, 2022, the Company and Mrs. Dritschilo entered into an amendment to the 2018 Consolidated Loan, pursuant to which repayment was extended through June 30, 2023. In the period ended June 30, 2023, the 2018 Consolidated Loan was paid off in full.

 

●

On December 1, 2020, the Company consolidated certain loans, originally dated May 2018 and September 2019, with our Chief Executive Officer (the “2019 Consolidated Loan”), such that, with accrued interest, the 2019 Consolidated Loan had a principal balance of $139,229, bears interest at the rate of 7.5% per annum, and has a maturity date of December 31, 2021. The 2019 Consolidated Loan was extended until June 30, 2022, pursuant to an amendment to the 2019 Consolidated Loan agreement dated January 24, 2022. On July 29, 2022, the Company and our Chief Executive Officer entered into an amendment to the 2019 Consolidated Loan, pursuant to which repayment was extended through June 30, 2023. In the period ended June 30, 2023, the 2019 Consolidated Loan was paid in full.

 

●

On June 21, 2021, the Company entered into an additional loan agreement with Mrs. Dritschilo in the amount of $120,000 (principal), bearing interest at the rate of 7.5% per annum, with a single balloon payment due at maturity on June 21, 2022 (the “June 2021 Loan Agreement”). On July 29, 2022, the Company and Mrs. Dritschilo entered into an amendment to the June 2021 Loan Agreement, pursuant to which repayment was extended through June 30, 2023. In the period ended June 30, 2023, the June 2021 Loan Agreement was paid in full.

 

Sales, purchases, and payments

 

●

On September 22, 2021, Mrs. Dritschilo, who is one of our major shareholders,stockholders, transferred 210,000 shares (105,000 shares post-split) of common stock of the Company in a private transaction to Steven Bayern, who had also been engaged by the Company to perform certain consulting services for the Company. Such shares, which represent approximately three percent of her total share ownership, were sold at par value pursuant to an exemption from registration under Section 4 (a)(7) of the Securities Act. As a result of the transfer, the Company recognized $420,000 in non-cash stock compensation in legal and professional fees.

 

●

On August 1, 2022, in conjunction with our private placement of $125,000 of units consisting of 10% notes and warrants to purchase common stock, which were sold to three accredited investors in total, Mrs. Dritschilo purchased a $50,000 note and received warrants to purchase 20,000 shares of common stock at $2.50 per share. The notes and warrants were sold pursuant to an exemption from registration pursuant to Rule 506(b) of Regulation D of the Securities Act.

 

Related Party Transaction Policy

 

Unless described above, during the last two fiscal years, there were no transactions or series of similar transactions to which we were a party or will be a party, in which:

 

	●	the amounts involved exceed or will exceed $120,000; and
	●	any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest.

 

All related party transactions are subject to the review, approval, or ratification by our Board of our board of directorsDirectors or an appropriate committee thereof.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Securities Exchange Act requires our executive officers and Directors,directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. As we were not a publicly reporting company until

To the Company’s knowledge, based solely on our registration statement for our initial public offering was declared effective on August 29, 2022, our officers and directors were not yet subject to the reporting requirements under Section 16(a)review of the Exchange Actcopies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021.

2022, all of the Company’s officers, directors, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except the following:

 

21Name		Late Reports		Transactions Covered		Number of Shares
Bette Jacobs		Form 3		N/A		N/A

Questions and Answers About the Meeting

Why am I receiving these materials?

 

You are receiving these materials because you were a shareholderstockholder of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) as of November 1, 2022October 19, 2023 (the “Record Date”), which is the record date of our 20222023 Annual Meeting of Shareholders,Stockholders, which will be held virtually on Thursday,Monday, December 16, 202218, 2023 at www.virtualshareholdermeeting.com/SHPH2022.SHPH2023.

What proposals will be voted on at the Annual Meeting and how does the Board of Directors recommend that i vote?

 

PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.Company.

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM
The Board of Directors recommends that you vote FOR the ratification of the Company’s independent auditors, BF Borgers CPA, PC (“BF Borgers”).auditor, FORVIS LLP.

 

PROPOSAL 3: EXECUTIVE COMPENSATION
The Board of Directors recommends that you vote FOR approval of the Company’s executive compensation plan, on an advisory basis. We believe the numbers that we have prepared are fair and in the best interest of the Company’s executives and shareholders alike.

PROPOSAL 4: FREQUENCY OF EXECUTIVE COMPENSATION
The Board of Directors recommends that you vote FOR approval of the Company’s plan to vote once every year, on an advisory basis, on the Company’s executive compensation. We believe such plan is fair and in the best interests of the Company and its shareholders.stockholders.

 

Who is entitled to vote at the Annual Meeting?

You can vote your shares of common stock if our records show that you owned the shares on the Record Date. As of the close of business on the Record Date, a total of 13,527,58015,984,125 shares of common stock are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on all matters presented at the Annual Meeting.

22

What do I need to do to attend the VIRTUAL Meeting?

 

To attend the meeting online, you will need to log into our 20222023 Annual Meeting approximately 10 - 15 minutes before the start of the meeting, which commences at 1212:00 P.M. EST on December 16, 2022,18, 2023, at www.virtualshareholdermeeting.com/SHPH2022.SHPH2023. You may attend as a shareholder,stockholder, which will entitle you to vote and ask questions, or you may attend as a guest.

What is the difference between holding shares as a shareholdersTOCKholder of record and as a beneficial owner?

ShareholdersStockholders of Record (shares registered in your name):

 

You hold your shares directly and may vote your shares in accordance with the instructions on your proxy card.

Beneficial Owners (shares registered in the name of your broker, bank or other nominee):

 

You hold your shares through a brokerage firm and will have to provide instructions to your broker to vote your shares for you.

How do I vote and what are the voting deadlines?

ShareholdersStockholders of Record (shares registered in your name):

 

VIA THE INTERNET

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode available on your proxy card. Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. EST on December 15, 2022.17, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

BY TELEPHONE		VOTE BY PHONE - 1 - 800 - 690 - 6903 - Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. EST on December 15, 2022.17, 2023. Have your proxy card in hand when you call and then follow the instructions.
BY TELEPHONE

BY MAIL		VOTE BY MAIL - Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
BY MAIL

AT THE VIRTUAL MEETING		Attend the virtual meeting by going to www.virtualshareholdermeeting.com/SHPH2022SHPH2023 and logging in using the information contained on your proxy card.
AT THE VIRTUAL MEETING

DEADLINE		In order for your vote to count, you must vote by December 15, 202217, 2023 at 11:59 P.M. EST. After that, the only way to cast your vote will be by attending the meeting on December 16, 202218, 2023 at 12 pm EST.
DEADLINE

23

Can I change my vote or revoke my proxy?

ShareholdersStockholders of Record (shares registered in your name):

 

Yes. You can revoke your proxy vote at any time before it is exercised at the Annual Meeting in any of these three ways:

 

	●	by submitting written notice revoking your proxy card to the Secretary of the Company;
	●	by submitting another proxy via the Internet or by mail that is dated after your original proxy vote and, if by mail, it is properly signed; or
	●	by attending the Annual Meeting and voting at that time.

Beneficial Owners (shares registered in the name of your broker, bank or other nominee):

 

If your shares of Shuttle PharmaceuticalsPharmaceuticals’ common stock are held by a broker, bank, or other nominee (in “street name”), you will receive instructions from them on how to vote your shares. If your shares are held by a broker and you do not give the broker specific instructions on how to vote your shares, your broker may vote your shares at its discretion on “routine” matters to be acted upon at the annual meeting.Annual Meeting. However, your shares will not be voted on any “non-routine” matters. An absence of voting instructions on any “non-routine” matters will result in a “broker non-vote.”

 

The only “routine” matter to be acted upon at the annual meetingAnnual Meeting is:

 

●

Proposal 2: Ratification of the appointment of BF Borgers CPA, PCFORVIS LLP as the Company’s independent auditor for fiscal year ending December 31, 2022.2023.

 

All other matters to be acted upon at the annual meetingAnnual Meeting are “non-routine” matters. As such, if you hold all or any portion of your shares in street name and you do not give your broker or bank specific instructions on how to vote your shares, your shares will not be voted on the following “non-routine” matters:

 

	●	Proposal 1: Election of the five Directorssix directors named in this proxy statement.
	●	Proposal 3: Approval (on an advisory basis) of the Company’s executive compensation.
	●	Proposal 4: Approval (on an advisory basis) on the frequency with which shareholders will consider the compensation of the Company’s executive officers.

What is the effect of giving a proxy?

Whichever method you use to transmit your voting instructions, your shares of Shuttle Pharmaceuticals common Stock will be voted as you direct. If you designate the proxy named on the proxy card to vote on your behalf, but do not specify how to vote your shares, they will be voted as follows:

 

	●	Proposal 1: FOR ALL NOMINEES for the election of Directors.directors.
	●	Proposal 2: FOR the ratification of the appointment of BF Borgers CPA, PCFORVIS LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022.2023.
	●	Proposal 3: FOR the approval (on an advisory basis) of the Company’s executive compensation.
	●	Proposal 4: FOR the approval (on an advisory basis) of the frequency with which the Company will seek advisory approval of the Company’s executive compensation.
	●	FOR any other matters that may arise at the Annual Meeting, such matters will be voted in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the meeting.

 

If you vote in advance using one of the methods described above, then you may still attend and vote at the meeting.Annual Meeting. Please see Revoking a Proxy below for additional details.

 

If you vote your proxy, your vote must be received by 11:59 P.M. U.S. EST on December 15, 202217, 2023 in order for your vote to be counted.

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What are the effects of abstentions and broker non-votes?

 

Abstentions and broker-non-votes will be counted for purposes of determining the presence of quorum but will have no effect on the outcome of the votes for the matters set forth in the proxy statement.

 

An abstention represents the action by a shareholderstockholder to refrain from voting “for” or “against” a proposal. “Broker non-votes” represent votes that could have been cast on a particular matter by a broker, as a shareholderstockholder of record, but that were not cast because the broker (i) lacked discretionary voting authority on the matter and did not receive voting instructions from the beneficial owner of the shares or (ii) had discretionary voting authority but nevertheless refrained from voting on the matter.

What is a quorum?

 

Under our amended and restated bylaws, as adopted on February 7, 2022, a quorum at all meetings of our shareholdersstockholders requires a majority of the holders of shares of capital stock issued and outstanding entitled to vote, represented in person or by proxy.

How many votes are needed for approval of each proposal?

 

Proposal 1 and Proposal 2 requirerequires the approval of a simple majority of shareholdersstockholders voting. Since proposals 32 and 43 are advisory votes, there is technically no minimum vote requirement for those proposals.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

 

We do. In addition to sending you these materials and posting them on the internet, some of our employees may contact you by telephone, by mail, by fax, by email or in person. None of these employees will receive any extra compensation for doing this. We may reimburse brokerage firms and other custodians for their reasonable out-of-pocket costs in forwarding these proxy materials to shareholders.stockholders.

What does it mean if I received more than one Notice?

 

This may be in error or otherwise reflect that you hold shares in different names. In addition, we may send reminders to ensure that shareholdersstockholders vote their shares.

Is my vote confidential?

 

Yes.

I share an address with another shareholder,stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

 

YouOur annual report, including financial statements for the fiscal year ended December 31, 2022, is being mailed to stockholders with this proxy statement. If a single copy of the annual report and proxy statement was delivered to an address that you share with another stockholder, you may contactrequest a separate copy by contacting us at Investor Relations, Lytham Partners, LLC, Robert Blum via Phone at 602-889-9700 or E-mail at shph@lythampartners.com.

How can I find out the results of the voting at the Annual Meeting?

 

We will be filing with the SEC a Current Report on Form 8 - K8-K reporting the results of the Annual Meeting. This Current Report should be filed within four business days of the Annual Meeting.

What is the deadline to propose actions for consideration at next year’s annual meeting of shareholdersstockholders or to nominate individuals to serve as Directors?

 

June 19, 20231, 2024

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Other Matters

Shareholders’Stockholders’ proposals for the 20232024 annual meeting

 

A shareholderstockholder of record may present a proposal for action at the 20232024 Annual Meeting provided that we receive the proposal at our executive office no later than June 19, 2023.1, 2024. The proponent may submit a maximum of one (1) proposal of not more than five hundred (500) words for inclusion in our proxy materials for a meeting of security holders. At the 20232024 Annual Meeting, management proxies will have discretionary authority, under Rule 14a - 414a-4 of the Securities Exchange Act, of 1934, to vote on shareholderstockholder proposals that are not submitted for inclusion in our proxy statement unless received by us before June 19, 2023.1, 2024.

Fiscal Year 20212022 Annual Report and SEC Filings

 

We file annual and quarterly reports, proxy statements and other information with the SEC. ShareholdersStockholders may read and copy any reports, statements, or other information that we file at the SEC’s public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Please call the SEC at 1 - 800 - SEC - 0330 for further information about the public reference rooms. Our public filings are also available from commercial document retrieval services and at the Internet Web site maintained by the SEC at www.sec.gov.

Company Website

 

Company Website

The Company’s SEC filings, including our Annual Report on Form 10-K for the registration statement registering our initial public offering, effective August 29,fiscal year ended December 31, 2022, and our Quarterly Report on Form 10-Q for the ninesix months ended SeptemberJune 30, 2022,2023, are available on our website at www.shuttlepharma.com.

SHAREHOLDERSSTOCKHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE THEIR SHARES AT THE ANNUAL MEETING. NO ONE HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED NOVEBMER 21, 2022. SHAREHOLDERSOctober 20, 2023. STOCKHOLDERS SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, UNLESS OTHERWISE DISCLOSED.

IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY, WHETHER ONLINE, BY TELEPHONE OR MAIL. WE URGE YOU TO VOTE YOUR SHARES NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

 

By Order of the Board of Directors,
/s/ Anatoly Dritschilo
Name: Anatoly Dritschilo, M.D.
Title: Chief Executive Officer

 

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