Item 1.01 Entry Into A Material Definitive Agreement Definitive Agreement

Lease Agreement

On February 16, 2023, Shuttle Pharmaceuticals, Inc., a Maryland corporation ("Shuttle), a wholly owned subsidiary of Shuttle Pharmaceuticals Holding, Inc., a Delaware corporation (the "Company"), entered into a lease agreement (the "Lease Agreement") with ARE-QRS Corp., a Maryland corporation (the "Landlord"), for purposes of renting 2,109 square feet of office and laboratory space in Gaithersburg, Maryland, which will serve as the Company's new office space commencing on or about June 1, 2023. The lease has a term of 5.25 years (the "Lease Term"), with an option to extend the lease for an additional three years. The base rent will be $7,206 per month (the "Base Rent"), subject to a customary rent abatement at the outset of the lease and a customary percentage increase in the Base Rent each year. The new office and laboratory space is located in a building with 63,154 square feet of office and laboratory space, largely occupied by other pharmaceutical and biotech companies. In addition to other standard and customary commercial lease terms, Shuttle will be obligated to contribute a pro rata portion of the property's operating expenses (the "Operating Expenses"), which amount will be prorated and paid in monthly increments along with the Base Rent. The Landlord will provide Shuttle with an estimate of such Operating Expenses on a yearly basis and within 90 days after each calendar year end will provide Shuttle with an accounting, in reasonable detail, of the Operating Expenses for the year.

Director Agreement

On February 15, 2023, the Company entered into a director services agreement (the "Director Agreement") with our non-executive director, Dr. Milton Brown. Dr. Brown, who is one of our founders and previously served as the Company's Chief Scientific Officer for Chemistry, has long served as a Company director, however, up until this point had not received separate compensation for his services as director.

Under the Director Agreement, which has an effective date of January 1, 2023, Dr. Brown will receive annual cash compensation of $25,000, payable in quarterly installments in arears, $6,250 in cash compensation to cover his services during the fourth quarter of 2022, and options to purchase 25,000 shares of common stock, exercisable at $1.92 per share (which wasthe Nasdaq closing price of SHPH's common stock on the date of grant). In addition, Dr. Brown will be entitled to such additional yearly equity compensation grants as may determined from time to time by the compensation committee of the board of directors and reimbursement for any expenses incurred in performing his duties as a director, including attending any in person meetings of the board.

The aforementioned description of the Director Agreement does not purport to be complete and is qualified in its entirety by reference to the Director Agreement itself, which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

10.1            Form of Director Letter Agreement.
104           Cover Page Interactive Data File (embedded within the Inline XBRL


© Edgar Online, source Glimpses