Shuttle Pharmaceuticals converts preferred shares, issues warrants after stockholder vote

Shuttle Pharmaceuticals Holdings, Inc. disclosed in a Form 8-K dated September 15, 2026 that stockholders at a September 9, 2026 special meeting had approved the issuance of securities described in a definitive proxy statement the company filed on August 13, 2026, as supplemented. Shuttle Pharmaceuticals Holdings, Inc. held a Special Meeting of Stockholders on September 9, 2026, at which stockholders approved the issuance of securities described in the definitive proxy statement filed with the SEC on August 13, 2026, as supplemented.¹

As of September 14, 2026, the company issued 2,869,595 shares of common stock from the conversion of outstanding Series B-1 Preferred Stock, plus an additional 867,887 shares of common stock from the conversion of outstanding Series B-2 Preferred Stock. the Company issued an aggregate of (a) 2,869,595 shares of the Company's common stock, par value $0.00001 per share, upon the conversion of certain of its issued and outstanding shares of Series B-1 Preferred Stock and (b) 867,887 shares of Common Stock upon the conversion of certain of its issued and outstanding shares of Series B-2 Preferred Stock.¹ The issuance of such shares of Common Stock takes into account the 4.99% beneficial ownership limitations set forth in the Preferred Stock.¹

Also tied to the stockholder approval, as of September 9, 2026 the company issued warrants covering approximately 927,114 shares of common stock, exercisable for three years at $10.30 per share on a post-reverse split basis, along with pre-funded warrants covering approximately 16,932,508 shares. as a result of the approval of the issuance of securities of the Company as described in the Proxy Statement, as of September 9, 2026, the Company issued common stock purchase warrants to purchase an aggregate of approximately 927,114 shares of Common Stock exercisable for a period of three years at an exercise price of $10.30 per share (post-reverse split), and pre-funded warrants to purchase an aggregate of approximately 16,932,508 shares of Common Stock.¹

The company stated that the issuance of the securities set forth in this Item 3.02 has not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.¹