Business Context and Reporting Period
This Form 8-K was filed by Shuttle Pharmaceuticals Holdings, Inc. (SHPH) on October 5, 2023, reporting events occurring on October 1, 2023. The company is a Delaware corporation and an emerging growth company focused on pharmaceutical development.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific contractual agreement.
Material Changes
The primary material change reported is the entry into a new Consulting Agreement with Joseph D. Armstrong, III, Ph.D., a member of the Company's Scientific Advisory Board and Chief Operating Officer of partner TCG Greenchem, Inc.
Agreement Details and Compensation
- Services: Dr. Armstrong will provide expertise on scale-up and manufacturing of drug formulations, identify suitable manufacturing processes for Company intellectual property, and assist leadership in preparing for FDA meetings.
- Cash Compensation: $1,500 per day for work performed, plus reimbursement for reasonable travel expenses.
- Equity Compensation: 100,000 restricted stock units (RSUs) under the 2018 equity incentive plan.
- Vesting Schedule: One-third upon entry into the agreement, one-third on the first anniversary, and one-third on the second anniversary.
- Engagement Basis: Services will be performed on an as-needed basis.
Investor Verification Checklist
- Verify the total number of outstanding shares to assess the dilution impact of the 100,000 RSUs granted.
- Review the full text of the Consulting Agreement (Exhibit 10.1) for termination clauses and specific deliverables.
- Confirm the current status of the Company's cash reserves to ensure ability to fund the daily cash compensation and travel expenses.
- Check for any related party transaction disclosures regarding Dr. Armstrong's role at TCG Greenchem, Inc.