SHUTTLE PHARMACEUTICALS, INC.
1 RESEARCH COURT, SUITE 450
ROCKVILLE, MD 20850
April 27, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4546
100 “F” Street, N.E.
Washington, D.C. 20549-3629
Attention: | Ms. Mary Beth Breslin |
Mr. Jeffrey Gabor
Ms. Keira Nakada
Ms. Mary Mast
Re: | Shuttle Pharmaceuticals, Inc. |
Amendment No. 2 to Registration Statement on Form S-1
Filed April 7, 2017
File No. 333-215027
Ladies and Gentleman:
In response to the Staff’s letter of April 25, 2017 (the “Comment Letter”) and this morning’s telephone conference among members of the Staff, representatives of Shuttle Pharmaceuticals, Inc. (the “Company”) and a representative of Paritz & Co., the Company’s independent registered public accounting firm, the following are the proposed responses to the comments set forth in the Comment Letter, which, if satisfactory to the Staff will be included in a pre-effective amendment to the Registration Statement on Form S-1.
Financial Statements for the Fiscal Year Ended December 31, 2016
Notes to Financial Statements
Note 3 Summary of Significant Accounting Policies
Research and Development Expenses, page F-8
Comment:
1. | In response to prior comment 7, you appear to be saying that you recognize the cost reduction when costs of the contract incurred matches the reimbursements. Please clarify in the filing your accounting policy and what is meant by “all attaching conditions will be complied with.” |
Response:
In response to the Staff’s comment, the Company proposes to change the disclosure set forth in Footnote 3 to read as follows (changed language in italics):
“The Company has received a contract from the Department of Health and Human Services to assist with the clinical development of IPdR for radiosensitization.The Company recognizes the amounts received in regards to the contract at fair value when there is reasonable assurance that the contract amount will be received and that all the conditions of the specific contract will be complied with in order to properly match the reimbursements with the specific expenditures that the specific contract intends to reimburse. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company recorded on the balance sheet as contract receivable upon meeting the criteria discussed above until cash is received. During the years ended December 31, 2016 and 2015, the Company recorded $620,982 and $281,913 in accordance with the contract, which have been recorded as a reduction of research and development expense in the accompanying statement of operations.”
Securities and Exchange Commission
Division of Corporation Finance
April 27, 2017
Page2
Financial Statements for the Quarterly Period Ended September 30, 2016
Balance Sheets, page F-12
Comment:
2. | Your response to prior comment 9 does not explain why you believe that the aggregation of equity contribution with accumulated deficit at December 31, 2015 is appropriate upon the reorganization to a corporation. Please tell us why you believe this presentation is appropriate for your scenario. |
Response:
In accordance with the telephone discussion of this morning with the Staff, the Company proposes to revise the balance sheet and statement of changes in equity (deficit) presentation in the form attached asExhibit A to this letter.
We would appreciate being advised by the Staff as to the acceptability of the foregoing responses to the comments raised in the Comment Letter, whereupon the Company will, as noted, incorporate them into a formal pre-effective amendment to the Registration Statement.
If you have any further questions or comments, kindly contact the undersigned at (240) 403-4212 or our counsel, Dale S. Bergman, Esq. of Gutiérrez Bergman Boulris, PLLC at (786) 888-1744.
Very truly yours,
SHUTTLE PHARMACEUTICALS, INC.
By: | /s/ Anatoly Dritschilo | |
Anatoly Dritschilo, M. D. | ||
Chief Executive Officer |
Exhbit A
December 31 | December 31 | |||||||
2016 | 2015 | |||||||
Equity: | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares outstanding as of December 31, 2016 Members Contributions | - | 980,000 | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 45,000,000 shares issued and outstanding as of December 31, 2016 | 450,000 | - | ||||||
Additional paid-in capital | 550,000 | - | ||||||
Accumulated Deficit | (1,070,854 | ) | (730,268 | ) | ||||
Total equity (deficit) | (70,854 | ) | 249,732 | |||||
Total liabilities and equity | 154,680 | 254,309 |
Shuttle Pharmaceuticals, Inc. | ||||||||||||||||||||||||
Statement of Changes in Equity (Deficit) | ||||||||||||||||||||||||
Number of | Additional | |||||||||||||||||||||||
Common | Common | Paid-in | Accumulated | Members’ | Total | |||||||||||||||||||
Shares | Stock | Capital | Deficit | Contributions | Equity | |||||||||||||||||||
Balance at December 31, 2014 | $ | $ | $ | (440,277 | ) | $ | 680,000 | $ | 239,723 | |||||||||||||||
Contributions | 300,000 | 300,000 | ||||||||||||||||||||||
Net loss | (289,991 | ) | - | (289,991 | ) | |||||||||||||||||||
Balance at December 31, 2015 | (730,268 | ) | 980,000 | 249,732 | ||||||||||||||||||||
Contributions | 20,000 | 20,000 | ||||||||||||||||||||||
Conversion of members’ equity into common stock | 45,000,000 | 450000 | 550,000 | - | (1,000,000 | ) | - | |||||||||||||||||
Net loss | (340,586 | ) | (340,586 | ) | ||||||||||||||||||||
Balance at December 31, 2016 | 45,000,000 | $ | 450000 | $ | 550,000 | $ | (1,070,854 | ) | $ | - | $ | (70,854 | ) |