Exhibit 10.18


 


PROMISSORY NOTE


 


THIS NOTE IS NOT INTENDED TO BE A NEGOTIABLE
INSTRUMENT UNDER THE UNIFORM COMMERCIAL CODE, AND THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, TRANSFERRED OR HYPOTHECATED BY THE LENDER,
EXCEPT AS SET FORTH HEREIN.


 


THIS NOTE WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.


 


	$70,000	DATED: August 24, 2019


 


FOR VALUE RECEIVED, the undersigned, Shuttle
Pharmaceuticals Holdings, Inc. (the “Borrower”), HEREBY PROMISES TO PAY to the order of Anatoly Dritschilo (the
“Lender”), on or before August 23, 2020 (the “Maturity Date”) the principal amount of SEVENTY Thousand
dollars ($70,000). The Borrower further promises to pay interest on the unpaid principal amount of this Note at a rate per annum
equal to 7.5% from the date hereof until the Note is paid in full. Interest will be computed on the basis of a 360-day year of
twelve 30-day months for the actual number of days elapsed. (The Maturity Date may also be referred to as the “Payment Date.”)


 


As set forth on Schedule A, repayment
will be made in monthly payments of $6,073.02 over a period of 12 months, starting September 24, 2019, and due on the 24th
of each month thereafter, except for the final payment which shall be paid on or before August 23, 2020. The total interest
owed during the 12-month period will be $2,876.23.


 


Principal and interest due and not paid
on any Payment Date shall bear interest at a rate per annum equal to two (2%) percent in excess of the otherwise applicable rate
hereunder until any such principal and any such interest is paid in full.


 


In the event that (i) the Borrower shall
fail to pay any principal under this Note when due and payable hereunder, and such failure shall continue for a period of five
(5) days after receipt by Borrower of written notice by the Lender thereof; or (ii) the Borrower shall fail to pay any interest
or any other amount under this Note when due and payable hereunder, and such failure shall continue for a period of five (5) days
after receipt by Borrower of written notice by the Lender thereof; or (iii) a receiver, trustee or other similar official shall
be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days
or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails
to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or
(v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief
under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or
filed against the Borrower under any bankruptcy, insolvency or similar law (domestic or foreign) and such petition shall not be
dismissed within sixty (60) days after commencement or filing (each event specified in clauses (i) through (vii) above, an “Event
of Default”); then, in the case of any of the events specified in clauses (iii), (iv), (vi), (vi) or (vii), the outstanding
principal amount under this Note, together with accrued and unpaid interest thereon, and all other amounts payable by Borrower
under this Note shall become immediately due and payable without any action on the part of the Lender, and in the case of any of
the other events specified above, the Lender may by written notice to the Borrower declare the outstanding principal amount under
this Note, together with accrued and unpaid interest thereon, and all other amounts payable by Borrower under this Note to be immediately
due and payable, whereupon the same shall become immediately due and payable, and, except for the notices specified in this sentence,
Borrower waives demand, presentment, protest, notice of protest, dishonor, notice of dishonor or any other notice of any kind.
Any notice specified in this paragraph by Lender to Borrower of the occurrence of a failure to pay or other default must be delivered
as specified below and must clearly specify that it is a notice of default under this paragraph.


 


No delay on the part of Lender in exercise
of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right,
power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No waiver of,
or consent with respect to, any provision of this Note shall in any event be effective unless the same shall be in writing and
signed and delivered by Lender, and then any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 



     


     


    

 


Unless otherwise agreed by the Lender and
the Borrower, both principal and interest hereunder are payable to the Lender at the following address:


 


Anatoly Dritschilo


8101 Fenway Road


Bethesda, MD 20817


 


in immediately available funds on the Payment
Date, in the lawful currency of the United States of America. Whenever any payment to be made hereunder shall be due on a Saturday,
Sunday or public or bank holiday in New York City (any other day being a “Business Day”), such payment shall be made
on the next succeeding Business Day, and such extension of time shall be included in the computation of interest payable.


 


The Borrower has the right at any time
on or before August 23, 2020, upon five Business Days’ written notice to the Lender, to prepay in whole or in part the principal
amount hereof, without premium or penalty, provided that the Borrower shall pay accrued interest on the principal so prepaid to
the date of such prepayment, and provided further that the Borrower shall reimburse the Lender for any reasonable costs or other
losses which the Lender may sustain as a result of such prepayment being made on a date that is not a Payment Date. Prior to reimbursement,
the Lender shall provide the Borrower with a certificate setting forth all of the costs or losses required to be reimbursed and
setting forth the method used to calculate such costs or losses. Any amounts so prepaid may not be reborrowed hereunder.


 


Neither the Lender nor the Borrower shall
have the right to assign its rights and obligations under this Note without the prior written consent of the other party.


 


Notices, confirmations and demands hereunder
shall be in writing and will be sufficient if delivered by hand, by first class mail or nationally recognized courier service postage
prepaid, or by tested cable, or facsimile transmission, at the following addresses, or to such other address as the recipient shall
have designated to the sender by written notice hereunder.


 


If to the Borrower:


 


Shuttle Pharmaceuticals Holdings, Inc.


One Research Court, Suite 450


Rockville, MD 20850


Attn: Anatoly Dritschilo, M.D.


 


If to the Lender:


 


Anatoly Dritschilo, MD


8101 Fenway Road


Bethesda, MD 20817


 


Notwithstanding anything contained in this
Note to the contrary, no interest shall accrue under this Note at a rate in excess of the highest applicable rate permitted by
law, and the payment of any interest (including any charge or fee held by the a court to be interest) in excess of such rate shall
constitute a payment of and be applied to principal.


 



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WITHOUT WAIVING ANY RIGHTS GIVEN TO THE
LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT
LENDER WITH RESPECT TO THIS NOTE AND THAT, THEREFORE, THE COLLATERAL, IF ANY, SECURING THIS NOTE MAY CONSTITUTE THE ONLY SOURCE
OF SATISFACTION OF THE OBLIGATIONS OF THE BORROWER HEREUNDER.


 


This Note shall be governed by and construed
in accordance with the laws of the State of Maryland applicable to contracts made and to be performed entirely within such State.
Any judicial proceeding brought to enforce this Note may only be brought in a federal or Maryland State court located in the County
of Montgomery, State of Maryland. Each party to this Note waives any objection to jurisdiction of and venue in such courts in any
action instituted hereunder and shall not assert any defense based on lack of jurisdiction of or improper venue in any such court
or based upon forum non conveniens.


 


THE BORROWER HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING UNDER OR RELATED TO THIS NOTE.


 


	 	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Anatoly
    Dritschilo, MD
	 	 	Anatoly Dritschilo
	 	 	Chairman and Chief Executive Officer
	 	 	 
	 	Acknowledged and agreed:
	 	 
	 	ANATOLY DRITSCHILO
	 	 
	 	 	/s/ Anatoly Dritschilo
	 	 	Anatoly Dritschilo


 



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SCHEDULE A



 


	Interest 
 Rate	 	 	Date 
 Issued	 	Maturity 
 Date	 	Pmt Date	 	Balance	 	 	Payment	 	 	Interest	 	 	Prin	 
	 	7.50	%	 	6/24/2019	 	9/23/2020	 	9/24/2019	 	$	70,000	 	 	$	6,073.02	 	 	$	437.50	 	 	$	5,635.52	 
	 	 	 	 	 	 	 	 	10/24/2019	 	$	64,364	 	 	$	6,073.02	 	 	$	402.28	 	 	$	5,670.74	 
	 	 	 	 	 	 	 	 	11/24/2019	 	$	58,694	 	 	$	6,073.02	 	 	$	366.84	 	 	$	5,706.18	 
	 	 	 	 	 	 	 	 	12/24/2019	 	$	52,988	 	 	$	6,073.02	 	 	$	331.17	 	 	$	5,741.85	 
	 	 	 	 	 	 	 	 	1/24/2019	 	$	47,246	 	 	$	6,073.02	 	 	$	295.29	 	 	$	5,777.73	 
	 	 	 	 	 	 	 	 	2/24/2019	 	$	41,468	 	 	$	6,073.02	 	 	$	259.17	 	 	$	5,813.85	 
	 	 	 	 	 	 	 	 	3/24/2020	 	$	35,654	 	 	$	6,073.02	 	 	$	222.84	 	 	$	5,850.18	 
	 	 	 	 	 	 	 	 	4/24/2020	 	$	29,804	 	 	$	6,073.02	 	 	$	186.27	 	 	$	5,886.75	 
	 	 	 	 	 	 	 	 	5/24/2020	 	$	23,917	 	 	$	6,073.02	 	 	$	149.48	 	 	$	5,923.54	 
	 	 	 	 	 	 	 	 	6/24/2020	 	$	17,994	 	 	$	6,073.02	 	 	$	112.46	 	 	$	5,960.56	 
	 	 	 	 	 	 	 	 	7/24/2020	 	$	12,033	 	 	$	6,073.02	 	 	$	75.21	 	 	$	5,997.81	 
	 	 	 	 	 	 	 	 	8/24/2020	 	$	6,035	 	 	$	6,073.02	 	 	$	37.72	 	 	$	6,035.30	 
	 	 	 	 	 	 	 	 	 	 	$	(0	)	 	 	 	 	 	$	2,876.23	 	 	$	70,000	 



 


 


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