SHUTTLE PHARMACTCLS HLDGS INC SEC Filings

Shuttle Pharmaceuticals Holdings, Inc. is registering the resale of 625,156 shares of common stock issuable upon exercise of a pre-funded warrant held by a single investor. The company will not receive proceeds from these resale transactions; the warrant was sold in a November 2025 private placement for aggregate gross proceeds of approximately $2.5 million and carries a nominal exercise price of $0.001 per share.

The warrant is immediately exercisable but capped so the holder cannot own more than 4.99% of outstanding common stock at any time. Shares outstanding were 1,603,285 as of December 10, 2025, when the Nasdaq last reported a common stock price of $1.85 per share. The company also reports acquiring the Molecule.ai AI-driven drug discovery platform and discontinuing clinical trials of lead candidate Ropidoxuridine, a strategic shift that management notes could materially affect future plans and financial position. Prior audited financial statements include an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern.

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) completed an asset purchase on November 20, 2025, acquiring substantially all assets and certain liabilities of 1542770 BC Ltd. through its wholly owned Canadian subsidiary. The deal combines cash paid at closing with deferred and milestone-based payments.

The purchaser paid $3,000,000 in cash at closing, with additional installments of $3,000,000 due six months after closing and $2,000,000 due one year after closing. The seller may also receive up to two milestone contributions of $1,000,000 each if specified AI drug discovery technology milestones are achieved. Except for the initial cash payment, the remaining consideration can be paid in cash, shares of Shuttle common stock, or a mix of both, at the seller’s election, subject to a cap that any stock issued will not exceed 19.99% of shares outstanding as of the closing date without prior stockholder approval. Any stock issued will be in an unregistered offering relying on private placement and offshore transaction exemptions.

Shuttle Pharmaceuticals Holdings, Inc. entered a release and settlement agreement with Theradex Systems under which it will pay $300,000 as full and final settlement of Theradex-related obligations totaling approximately $557,000. In exchange, both parties release all claims tied to these liabilities and Theradex will wind down the company’s Ropidoxuridine clinical trials in compliance with Food and Drug Administration requirements.

Separately, Shuttle estimates it still owes about $750,000 under five research site agreements with various hospitals. The company has committed to discontinue the Ropidoxuridine trials, immediately halt enrollment, and begin trial closeout. It expects to incur additional winddown expenses, with the vast majority of these charges recorded in the fourth quarter of 2025, though final costs may differ from current estimates.

Shuttle Pharmaceuticals Holdings, Inc. is registering 625,156 shares of common stock for resale by a single selling stockholder. These shares are issuable upon exercise of a pre-funded warrant that was sold in a November 2025 private placement for approximately $2.5 million of gross proceeds already received by the company, so Shuttle will not receive any cash from the resale of these shares.

Shuttle Pharma is a development-stage oncology company focused on radiation-enhancing therapies, led by its Ropidoxuridine program, which has advanced into a Phase II clinical trial in brain cancer patients undergoing radiation therapy after a completed Phase I study. The company highlights substantial risks, including the potential pressure on its share price from resale of these registered shares and other issuances, as well as a going concern uncertainty noted by its independent auditor. Shuttle is also pursuing a contemplated asset acquisition from Molecule, which it cautions may carry integration and execution risks.

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reports that it was out of compliance with Nasdaq’s stockholders’ equity listing rule after disclosing stockholders’ equity of $1,394,161 in its quarterly report for the period ended September 30, 2025, below the $2,500,000 minimum required for the Nasdaq Capital Market. The company states it now believes it has regained compliance based on a private placement completed on November 4, 2025 that raised approximately $2.5 million in gross proceeds before fees and expenses. Nasdaq staff will continue to monitor equity levels, and if the company does not demonstrate compliance with Listing Rule 5550(b)(1) in its next periodic report, its common stock may be subject to delisting.

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reported third‑quarter results with no revenue and a net loss of $2.35 million. For the nine months ended September 30, 2025, the company recorded a net loss of $9.11 million. Operating expenses were $2.27 million in the quarter, led by research and development of $0.94 million and general and administrative of $0.89 million.

Cash and cash equivalents were $2.09 million at quarter‑end. Total assets were $3.54 million, liabilities $2.15 million, and stockholders’ equity $1.39 million. The company executed multiple financings in 2025, including $5.0 million net proceeds from a March public offering and $3.9 million net from a June private placement with pre‑funded warrants; a $2.0 million revolving note remained undrawn. On November 3, 2025, SHPH closed a private placement of a pre‑funded warrant for gross $2.5 million. Management disclosed substantial doubt about continuing as a going concern. The company also signed a binding term sheet on October 20, 2025 to acquire Molecule’s assets and liabilities for $10,000,000 in cash and stock, subject to definitive agreements and approvals.

Shuttle Pharmaceuticals Holdings, Inc. entered a securities purchase agreement for a private placement of a pre-funded warrant to purchase up to 625,156 shares of common stock, delivering approximately $2.5 million in gross proceeds. The transaction closed on November 4, 2025.

The warrant is immediately exercisable at $0.001 per share and includes a beneficial ownership cap of 4.99%, adjustable up to 9.99% with 61 days’ prior notice. The company agreed to file a resale registration statement within 15 days of the agreement date and to have it declared effective within 45 days (or 75 days if reviewed by the SEC). For 15 days after closing, the company agreed not to issue or announce new equity or file other registration statements, except as contemplated.

WestPark Capital acted as placement agent and received a cash fee equal to 4% of gross proceeds.

Shuttle Pharmaceuticals Holdings (SHPH)Form 3 reflecting beneficial ownership status as of 09/12/2025.

The filing shows 0 shares of common stock held directly and lists no derivative securities. This is an administrative disclosure of insider holdings and does not reflect a transaction.

Shuttle Pharmaceuticals Holdings (SHPH) director filed an initial Form 3 disclosing beneficial ownership as of 09/12/2025. The filing reports 0 shares of common stock beneficially owned and no listed derivative securities. It was filed by one reporting person in the capacity of director, indicating no equity holdings at the time of the event.