UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
On August 21, 2024, the Company received a letter (the “Nasdaq Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Q2 Quarterly Report”).
The Company’s non-compliance with the Listing Rule resulted from the Company’s re-audit of its financial statements for the year ended December 31, 2022, which, as previously disclosed, arose following the SEC’s imposition of sanctions against B.F. Borgers CPA, PC, the Company’s auditor for the 2022 fiscal year. Following the SEC sanctions, the Company’s current auditor, Forvis Mazars, LLP (“Forvis”), began the process of re-auditing the Company’s 2022 financial statements and the Company is now preparing an amended Annual Report on Form 10-K/A for the year ended December 31, 2023 and an amended Quarterly Report on Form 10-Q for the period ended March 31, 2024, each of which will include re-stated financial information resulting from the re-statement of the Company’s 2022 financial statements. The Company anticipates these reports will be filed in the next several days, after which time the Company will be in a position to file the Q2 Quarterly Report. After the Q2 Quarterly Report is filed, the Company expects to automatically regain compliance with the Listing Rule.
Should the Company require additional time to file the Q2 Quarterly Report, Nasdaq rules require the Company to submit a proposed plan of compliance to Nasdaq within 60 days of receipt of the Notice and could then receive up to 180 days to regain compliance with the Listing Rule.
The Nasdaq Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.
The Company issued a press release regarding the Nasdaq Notice which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | August 26, 2024 | |
| SHUTTLE PHARMACEUTICALS HOLDINGS, INC. | ||
| By: | /s/ Timothy J. Lorber | |
| Name: | Timothy J. Lorber | |
| Title: | Chief Financial Officer | |
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