Shuttle Pharmaceuticals Acquires AI Health Platform

Rhea-AI Summary

Shuttle Pharmaceuticals (NASDAQ: SHPH) announced it closed the acquisition of substantially all assets and liabilities of 1542770 B.C. Ltd. d/b/a Molecule.ai for a total purchase price of $8 million payable in cash and Shuttle common stock, plus a contingent $2 million in cash and stock tied to performance milestones.

An initial $3 million was paid at closing; remaining consideration will be delivered over time and, for contingent payments, subject to milestone achievement and Molecule's election of cash or equity. Shuttle said the acquisition adds an AI molecular modeling and predictive analytics platform to its drug discovery and development capabilities.

Positive

• Adds AI molecular modeling and predictive analytics platform
• Acquisition includes substantially all assets and liabilities
• Total purchase price defined at $8M plus $2M contingent
• Initial $3M paid at closing

Negative

• Remaining consideration payable over time and at seller discretion
• Portion of payment in common stock may cause shareholder dilution
• Contingent $2M creates future cash or equity obligation

Insights

M&A and Biotech Technology Integration Analyst

Acquisition expands Shuttle's AI-driven discovery capabilities for a modest upfront cost and milestone-linked earnout.

This deal transfers substantially all assets and liabilities of Molecule.ai to a Shuttle subsidiary for a headline consideration of $8 million plus a contingent $2 million, with $3 million paid at closing on November 21, 2025. The structure uses a mix of cash and Shuttle common stock and leaves some payout timing and mix to Molecule's discretion, which preserves flexibility for both parties while conserving Shuttle's immediate cash.

The business mechanism is straightforward: Shuttle acquires AI tools for molecular modeling and predictive analytics to augment its drug-discovery pipeline and precision radiotherapy focus. Primary dependencies include successful technical integration, retention of key talent and intellectual property transfer, and the realization of the performance milestones that trigger the contingent $2 million payment. The payment mix being partly at the seller's discretion also affects future dilution and cash needs.

Watch the following near-term items over a 6–18 month horizon: completion of integration milestones and any disclosures about realized cost synergies or pipeline acceleration; retention announcements for Molecule.ai technical staff; and any follow-up filings clarifying the cash vs. equity split of remaining consideration. These items will reveal whether the acquisition meaningfully enhances Shuttle's development throughput without creating near-term financing pressure.

Rockville, Maryland--(Newsfile Corp. - November 21, 2025) - Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) ("Shuttle" or the "Company") today announced that it has closed the acquisition of the assets and liabilities of 1542770 B.C. Ltd. d/b/a Molecule.ai ("Molecule"), a Canadian artificial intelligence company specializing in molecular discovery and drug development technologies.

Under the terms of the agreement, 1563868 B.C. Ltd., a wholly owned subsidiary of Shuttle, acquired substantially all of Molecule's assets and liabilities for a total purchase price of $8 million, payable in a combination of cash and shares of Shuttle common stock, plus an additional contingent $2 million, payable in a combination of cash and shares of Shuttle common stock, on the achievement of certain defined performance milestones. An initial $3 million was paid to Molecule at the closing of the transaction, and the remaining purchase price payable to Molecule will be a combination of cash and equity to be determined by Molecule in its sole discretion and will be delivered over time and, in respect of the contingent payments, subject to the achievement of the agreed milestones.

The parties have executed definitive agreements to complete the transaction, which include customary representations, warranties, and closing conditions.

"This transaction marks an important strategic milestone in expanding Shuttle Pharmaceutical's technological capabilities and strengthening our mission to advance precision radiotherapy solutions," said Chris Cooper, Chief Executive Officer of Shuttle. "Molecule.ai's AI platform provides state-of-the-art tools for molecular modeling and predictive analytics that will enhance our drug discovery and development pipeline."

ZT Zhang, CEO of Molecule.ai, commented, "We're thrilled to join Shuttle Pharmaceuticals and bring Molecule.ai's technology into a mission with real clinical impact. Our platform was built to accelerate molecular innovation and combining it with Shuttle's expertise creates an opportunity to advance drug development in ways that neither of us could achieve alone. Looking ahead, we are especially excited to deploy next-generation agentic AI systems that could drive even greater efficiency and insight across Shuttle's development pipeline."

About Shuttle Pharmaceuticals Holdings, Inc.
Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) is a clinical-stage pharmaceutical company focused on improving the outcomes of cancer therapy by developing novel drugs that sensitize cancer cells to radiation therapy. The Company's mission is to advance precision medicine approaches to radiotherapy that enhance treatment efficacy and patient quality of life.

Safe Harbor Statement

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements." These statements include, but are not limited to, statements concerning the development of our company and the closing of the acquisition of the assets of Molecule. The words "anticipate," "believe," "continue," "could," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the "Risk Factors" section of Shuttle's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, Shuttle specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Shuttle Pharmaceuticals
Chris Cooper
Chief Executive Officer
info@shuttlepharma.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275431

FAQ

What did Shuttle Pharmaceuticals (SHPH) acquire on November 21, 2025?

Shuttle acquired substantially all assets and liabilities of Molecule.ai for a base $8 million plus a contingent $2 million tied to performance milestones.

How much did Shuttle (SHPH) pay at closing for Molecule.ai?

Shuttle paid an initial $3 million at closing, with the remainder in cash and/or Shuttle common stock over time.

Will the Molecule.ai deal dilute Shuttle Pharmaceuticals (SHPH) shareholders?

Yes; part of the purchase price is payable in Shuttle common stock, which could dilute existing shareholders.

What are the contingent terms in Shuttle's (SHPH) acquisition of Molecule.ai?

An additional $2 million is payable in cash and/or stock upon achievement of defined performance milestones.

Which Shuttle entity completed the Molecule.ai acquisition on November 21, 2025?

1563868 B.C. Ltd., a wholly owned subsidiary of Shuttle, acquired substantially all assets and liabilities of Molecule.ai.