Shuttle Pharma (NASDAQ: SHPH) Q1 loss and going-concern risk detailed
Shuttle Pharmaceuticals Holdings, Inc. reported a net loss of about $2.2 million for the three months ended March 31, 2026, with no revenue and a working capital deficit of approximately $5.8 million. Cash and cash equivalents were $1.09 million, leaving the company dependent on external financing.
In March 2026 Shuttle raised gross proceeds of $3.5 million through an underwritten offering of 2,238,800 common shares and 4,761,200 pre-funded warrants. Management states that existing resources, recent equity raises and a revolving note are still insufficient to fund operations for the next twelve months, and the filing notes substantial doubt about the company’s ability to continue as a going concern.
Positive
- None.
Negative
- Going concern uncertainty: Management discloses substantial doubt about Shuttle Pharmaceuticals’ ability to continue as a going concern within one year, given ongoing losses, limited cash of $1.09 million, and a working capital deficit of about $5.8 million as of March 31, 2026.
Insights
Continuing losses, heavy cash burn and a formal going‑concern warning make this update financially adverse.
Shuttle Pharmaceuticals posted a quarterly net loss of $2.15 million with no revenue and a working capital deficit near $5.8 million. Operating cash outflows of about $2.42 million in the quarter were only partly offset by equity proceeds, leaving period-end cash at $1.09 million.
The company raised $3.5 million gross in March 2026 via common stock and 4,761,200 pre-funded warrants, but explicitly states that existing cash, recent financings and its revolving note will not fund operations for the next twelve months. The Molecule.ai intangible asset of roughly $9.24 million dominates the balance sheet while liabilities total $8.46 million, underscoring balance‑sheet leverage.
The filing’s “substantial doubt” language about continuing as a going concern is a key risk indicator. Future disclosures around additional financings, execution on the Molecule.ai commercialization strategy, and the subsequent merger transaction described for April–May 2026 will be important to reassess solvency and dilution pressures.
Key Figures
Key Terms
going concern financial
pre-funded warrants financial
reverse stock split financial
derivative liability financial
Series B-1 Preferred Stock financial
revolving note financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| Quarterly Report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended
OR
| Transition Report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ______________ to ______________
Commission
File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
number of shares outstanding of the registrant’s common stock on May 15, 2026 was
Shuttle Pharmaceuticals Holdings, Inc.
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 |
| Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 | 3 | |
| Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 | 4 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 | 5 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| Part II. Other Information | ||
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosures | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 36 |
| Signatures | 37 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Shuttle Pharmaceuticals Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Deferred financing costs | — | |||||||
| Operating lease right-of-use asset | ||||||||
| Total Assets | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Contingent consideration liability | ||||||||
| Consideration payable | ||||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Derivative liability | ||||||||
| Operating lease liability non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 9) | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Series A Convertible Preferred Stock, $ | — | — | ||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Shuttle Pharmaceuticals Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | — | $ | — | ||||
| Operating expenses | ||||||||
| Research and development | ||||||||
| General and administrative | ||||||||
| Legal and professional | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other (Expense) income | ||||||||
| Interest expense - related parties | — | ( | ) | |||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | — | |||||||
| Change in fair value of derivative liabilities | ||||||||
| Change in fair value of convertible notes | — | ( | ) | |||||
| Total other (expense) income | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Net loss per shares - basic and diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Shuttle Pharmaceuticals Holdings, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
For the Three Months Ended March 31, 2026
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued for restricted stock units | ( | ) | — | — | ||||||||||||||||
| Issuance of common stock and pre-funded warrants, net of issuance costs of $ | — | |||||||||||||||||||
| Exercise of pre-funded warrants | ( | ) | — | — | ||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
For the Three Months Ended March 31, 2025
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued for restricted stock units | ( | ) | — | — | ||||||||||||||||
| Issuance of common stock and pre-funded warrants, net of issuance costs of $ | — | |||||||||||||||||||
| Issuance of common stock and pre-funded warrants, net of issuance costs | — | |||||||||||||||||||
| Partial conversion of convertible note at fair value | — | |||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Shuttle Pharmaceuticals Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| Amortization of debt discount and finance fees | ||||||||
| Stock-based compensation | ||||||||
| Interest payments on convertible notes accounted for at fair value | — | ( | ) | |||||
| Change in fair value of convertible notes | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Accrued interest payable - related parties | — | ( | ) | |||||
| Change in operating lease asset and liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Payments made for capitalized software | ( | ) | — | |||||
| Net cash used in investing activity | ( | ) | — | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of note payable-related party | — | ( | ) | |||||
| Proceeds from issuance of common stock and pre-funded warrants, net of placement agent costs of $ | — | |||||||
| Proceeds from issuance of common stock and pre-funded warrants, net of placement agent costs of $ | — | |||||||
| Payment of other issuance costs for issuance of common stock and equity-classified warrants | ( | ) | ( | ) | ||||
| Payment for finance costs | — | ( | ) | |||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Cash paid for: | ||||||||
| Interest | $ | — | $ | |||||
| Income taxes | $ | — | $ | — | ||||
| Supplemental non-cash financing activities: | ||||||||
| Issuance costs in accounts payable and accrued expenses | $ | — | $ | |||||
| Common stock issued for RSUs | $ | $ | ||||||
| Conversion of convertible notes accounted for at fair value | $ | — | $ | |||||
| Finance costs accrued in accounts payable | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Note 1 – Organization and Liquidity
Organization and Line of Business
Shuttle
Pharmaceuticals Holdings, Inc. (“we,” “us,” “our,” or the “Company”) was originally formed
as Shuttle Pharmaceuticals, LLC in the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion
with the State of Maryland to convert from an LLC to a C corporation, at which time the Company changed its name to Shuttle Pharmaceuticals,
Inc. (“Shuttle”). In connection with the conversion, the Company issued
On November 21, 2025, the Company acquired substantially all of the assets of Molecule.ai, a pharmaceutical software company building an artificial intelligence (“AI”) driven platform for molecular discovery and early-stage drug development, which were acquired by a wholly owned subsidiary of the Company. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform (hereafter, “Molecule.ai” or the “platform”) helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development. The platform is engineered to accelerate the iteration cycles that characterize modern drug discovery while preserving scientific reproducibility, traceability and operational reliability. Molecule.ai adapts state of the art AI algorithms to create a practical, domain-specific AI infrastructure layer for molecular research and development. The acquisition seeks to leverage Molecule.ai’s molecular modeling and predictive analytics platform to significantly augment our drug discovery and development business purpose. In tandem with the Molecule.ai asset acquisition, on November 20, 2025, we wind-down our clinical trials of Ropidoxuridine (the “Clinical Trials”), our lead product candidate (See Note 9).
Molecule.ai is built on three core architectural components: a unified inference engine, an API-first integration layer and a modular model framework. The unified inference engine orchestrates model execution and multi-step reasoning through a deterministic and traceable sequence of operations. Molecule.ai uses an API-first design, which means that all platform capabilities can be accessed programmatically. All predictive and reasoning functions are modular, which allows the platform to expand over time without changing the underlying infrastructure. Molecule.ai currently supports three scientific and computational functions that reflect both its pharmaceutical focus and the structured inference techniques seen in modern agentic LLM systems: (1) molecular property prediction, (2) cross-molecule and cross-property evaluation and (3) prediction reasoning and structured molecular insights. The platform predicts a wide range of molecular properties that are relevant to early-stage discovery and medicinal chemistry and provides inference pipelines for predicting molecular properties. By using transformer-based models, the platform computes predictive outputs on a wide range of therapeutic tasks. The platform evaluates multiple molecules across multiple properties in a unified workflow, helping researchers quickly identify the most-promising candidates, understand trade-offs, and make structured, evidence-based decisions. Molecule.ai also includes a reasoning module that uses LLM-based structured inference to contextualize predictions, explain differences between compounds, perform rule-guided reasoning and produce narrative or structured scientific interpretations with the goal to make complex scientific outputs understandable and actionable for broader research and development audiences.
The broader competitive landscape in the AI ecosystem, especially AI-driven drug discovery, is rapidly advancing toward agentic AI systems and more integrated, end-to-end platforms. To stay at the front of this shift, Molecule.ai is expanding its molecule predictive capabilities, and automated multi-tool workflows. These expansions are designed in accordance with the agentic framework and multi-tool reasoning to further strengthen the platform. A new module will evaluate chemical–protein interaction likelihoods, which will help researchers estimate how molecules may interact with specific biological targets. Molecule.ai is adding biological context reasoning supported by curated genomic and disease-association evidence, which helps tie together chemical ideas with the biological systems they may ultimately affect. The platform will increasingly support insights that connect chemical properties with biological implications, which creates a more complete, end-to-end picture for early research teams. Molecule.ai is also developing an autonomous AI agent designed to reduce manual workload and accelerate early research cycles, which will interpret a discovery objective, plan a series of actions, route each step to the appropriate tools, evaluate preliminary outputs and iterate until a stable result is achieved.
| 7 |
The Molecule.ai platform adheres to strict engineering standards, including reproducibility, traceability, extensibility, scalability and interoperability, which align with modern AI infrastructure expectations for regulated biomedical environments. Molecule.ai aims to become the foundational AI layer for molecular and biological reasoning in pharmaceutical research and development. By integrating property prediction, biological context, multi-step reasoning and agentic automation, the platform seeks to accelerate early discovery while maintaining scientific reliability and operational transparency.
Liquidity and Going Concern
Our
unaudited condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception
and has a net loss of approximately $
In
March 2026, the Company closed an underwritten public offering of
However, the Company’s existing cash resources, the cash received from the equity offerings, and financing available under the revolving note are not expected to provide sufficient funds to carry out the Company’s operations through the next twelve months.
The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully raise additional equity or debt financing to allow it to fund ongoing operations, fund milestone and contingent payments due under the APA, and commercialize and market the Molecule.ai platform in order to generate revenues. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities if the Company is unable to continue as a going concern.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and notes required by GAAP for annual financial statements. A complete discussion of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| 8 |
In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary to present the financial position of the Company as of March 31, 2026 and the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the year-end consolidated balance sheet was derived from audited financial statements. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full fiscal year or any future period.
Reverse Stock Split
On
June 16, 2025, in order to meet the Minimum Bid Price Requirement again, the Company effectuated a
The
Reverse Stock Split had no effect on the Company’s authorized shares of common stock or preferred stock and the par value remained
unchanged at $
Basis of Consolidation
The unaudited condensed consolidated financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned subsidiaries, Shuttle Pharmaceuticals, Inc. and Shuttle Diagnostics, Inc. All intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates are contained in the accompanying unaudited condensed consolidated financial statements for the valuation of debt and warrants and valuation of bifurcated derivative liabilities and other financial instruments.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of March 31, 2026 and December 31, 2025, cash and cash equivalents consisted of the following:
Schedule of Cash and Cash Equivalents
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash | $ | $ | ||||||
| Money market funds | ||||||||
| Total cash and cash equivalents | $ | $ | ||||||
Periodically,
the Company may carry cash balances at financial institutions in excess of the federally insured limit of $
| 9 |
Fair Value of Financial Instruments
The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:
| ● | Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. | |
| ● | Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. | |
| ● | Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. |
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.
The carrying amounts of the Company’s financial instruments including cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.
Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of March 31, 2026 and December 31, 2025:
Schedule of Fair Value Liabilities Measured on Recurring Basis
| March 31, 2026 | Level 1 | Level 2 | Level 3 | Carrying Value | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative Liability - Warrants | $ | — | $ | — | $ | $ | ||||||||||
| Total Liabilities | $ | — | $ | — | $ | $ | ||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Carrying Value | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative Liability - Warrants | $ | — | $ | — | $ | $ | ||||||||||
| Total Liabilities | $ | — | $ | — | $ | $ | ||||||||||
See Note 5 and Note 8 for additional disclosures related to the fair value of the Company’s convertible notes and derivative liabilities, respectively.
| 10 |
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations.
For our derivative financial instruments classified as a liability, we use a Black-Sholes Models to value the derivative instruments at inception and on subsequent valuation dates. The model require specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.
Convertible Notes Payable
The Company accounts for its Convertible Bridge Notes (as defined in Note 5) under the fair value option in accordance with ASC 825. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. Additional term or other notes may be issued in subsequent periods where the Company would be able to make a fair value option election upon issuance provided eligibility criteria are met. The Company records the portion of the Convertible Bridge Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in other income (expense), net in the unaudited condensed consolidated statements of operations, except for the portion of the total change in fair value that results from a change in the instrument-specific credit risk of the Convertible Bridge Notes, which is recorded in other comprehensive income (loss), if applicable. No loss was attributed to changes in credit risk for the periods presented therefore net loss was equal to comprehensive loss. The fair value option election was made to align the accounting for the Convertible Bridge Notes with the Company’s financial reporting objectives and reduce operational effort to account for embedded features that otherwise would require bifurcation as a separate unit of account.
Pursuant to the fair value option election, direct and incremental debt issuance costs and consideration paid to the lender related to the Convertible Bridge Notes were expensed as incurred and recorded in other income (expense), net in the unaudited condensed consolidated statements of operations.
For convertible notes for which the fair value option is not elected, the Company evaluates the convertible notes for embedded features and bifurcates these features (such as conversion options and redemption options) from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
| 11 |
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Finally, the Company determines if the warrants meet the definition of a derivative based on their contractual terms. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. The Company also evaluates if changes in contractual terms or other considerations would result in the reclassification of outstanding warrants from liabilities to stockholders’ equity (or vice versa).
Stock-Based Compensation
Compensation cost for stock awards, which include restricted stock units (“RSUs”), is measured at the fair value on the grant date and recognized as expense, over the related service period. The fair value of stock awards is based on the quoted price of our common stock on the grant date. Compensation expense related to the RSUs is reduced by the fair value of the units that are forfeited by employees that leave the Company prior to vesting as they occur. Compensation cost for RSUs is recognized using the straight-line method over the requisite service period.
Research and Development Expenses
Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, which may include portions of the Company’s executives to the extent they are active involved in the research and development activities, materials, supplies, related subcontract expenses, and consulting costs.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use asset (“ROU”), operating lease liability - current, and operating lease liability - noncurrent on the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the related obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing, over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during the periods presented.
| 12 |
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:
Schedule of Useful Lives for Property Plant Equipment
| Furniture | ||||
| Computers and equipment | ||||
| Research Equipment |
Internal-Use Software
All costs related to the development of internal use software, other than those incurred during the application development stage, are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software, which is typically four years. The estimated useful lives of internally developed software are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. Capitalized internally developed software costs are amortized on a straight-line basis over their expected economic lives. Amortization of these costs begins once the product is ready for its intended use. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period.
Intangible Assets
Intangible assets can include intangible assets acquired as part of business combinations, asset acquisitions and other business transactions. The Company records intangible assets at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.
Segment Information
Operating segments are defined as components of an enterprise about which separate and discrete information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, its chief executive officer, evaluates the Company’s operations and manages its business as a single operating segment. With the exception of the Molecule.ai intangible asset, substantially all of the Company’s long-lived assets are held in the United States. The Molecule.ai intangible asset is recorded on the books of the Company’s Canadian subsidiary. Refer to Note 9 for the Company’s disclosure on its single operating segment.
| 13 |
Net Loss Per Common Stock
Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the unaudited condensed consolidated statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share.
In the accompanying unaudited condensed consolidated financial statements, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Certain warrants issued and outstanding include terms and conditions resulting in the treatment as participating securities. Such warrants do not include an obligation for the warrant holders to fund the losses of the Company. Therefore, these warrants are excluded from the calculation of earnings per common share in periods of net loss.
Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding and potentially dilutive shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through convertible securities, contingent share arrangements, stock options and warrants unless the result would be antidilutive.
The dilutive effect of restricted stock units and other stock-based payment awards subject to vesting and common stock warrants is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.
Given the nominal exercise price of the Company’s issuance of Pre-Funded Warrants (as defined in Note 6), such Pre-Funded Warrants are included in the calculation of basic and diluted net loss per share as the exercise price per warrant is deemed non-substantive when compared to the fair value of the underlying common shares.
For the three months ended March 31, 2026 and year ended December 31, 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Warrants (Note 7) | ||||||||
| Restricted stock units (Note 7) | ||||||||
| Anti-dilutive securities | ||||||||
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09, effective December 31, 2025, in these unaudited condensed consolidated financial statements. ASU 2023-09 which only impacted the disclosures and did not otherwise impact the unaudited condensed consolidated financial statements.
| 14 |
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (“DISE”),” which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements. ASU 2024-03 is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-use Software (Subtopic 350-40),” which modernizes the accounting framework for internal-use software. The ASU removes all references to prescriptive and sequential software development stages to reflect the current software development methodologies and frameworks. Under the ASU, an entity is required to start capitalizing software development costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures.
There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance that are of significance or potential significance to the Company.
Note 3 - Leases
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the present value of the future lease payments as of the lease commencement date. Operating lease expense is recognized on a straight-line basis over the lease term.
The
Company currently has a lease agreement which allows for the use of a laboratory facility, entered into on February 16, 2023, with base
rent of $
Following
the Company’s discontinuation of its clinical trial for Ropidoxuridine, the Company committed to a plan to pursue a sublease for
its laboratory space. Although no sublease has been executed as of March 31, 2026, the Company recorded total non-cash impairment charges
of $
| 15 |
The following summarizes the right-of use asset and lease information for the Company’s operating leases:
Schedule of Right-of Use Asset and Lease Information about Operating Lease
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
| Variable lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
| Other information: | ||||||||
| Cash paid for operating cash flows for operating leases | ||||||||
| Weighted-average remaining lease term - operating leases (year) | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
Future non-cancelable minimum lease payments under the operating lease liability as of March 31, 2026, are as follows:
Schedule of Future Non-cancelable Minimum Lease Payments Under Operating Lease Liability
| Years ended December 31, | ||||
| 2026 (excluding the three months ended March 31, 2026) | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | — | |||
| Total future minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of payments | $ | |||
Note 4 – Notes Payable-Related Party
On
October 14, 2024, as part of the senior convertible note offering described in Note 5, the Company entered into a loan with a former
officer of the Company in the amount of $
On
September 4, 2024, the Company issued a $
| 16 |
Note 5 - Convertible Notes and Loan Agreement
Revolving Note Agreement
On
February 27, 2025, the Company entered into a Revolving Loan Agreement with Bowery Consulting Group Inc. (“Bowery”) (the
“Lender”). Pursuant to and under the terms of the Revolving Loan Agreement, the Company issued a revolving note dated February
28, 2025 in the principal amount of up to $
The
Company recognized deferred loan costs of approximately $
2024 Convertible Bridge Notes
During October 2024, the Company completed a senior convertible note offering in two closings, as further described below.
On
October 14, 2024, the Company issued an aggregate of $
As
part of the same offering, on October 21, 2024, the Company issued an additional $
Immediately
prior to their mandatory conversion, the Company remeasured the fair value of the Convertible Bridge Notes based on the number of shares
to be issued upon conversion and the fair value of the Company’s common stock immediately prior to conversion. Upon mandatory conversion
of the outstanding principal in October 2025, the Company issued
The following table summarizes the changes in the carrying value of the Convertible Bridge Notes:
Schedule of Fair Value Measurement using Significant Unobservable Inputs
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance - December 31, 2024 | $ | |||
| Conversion of Convertible Bridge Note (at fair value) | ( | ) | ||
| Payments of coupon interest | ( | ) | ||
| Gain on change in fair value | ||||
| Balance - December 31, 2025 | $ | — | ||
Alto Opportunity Master Fund, SPC
In
January 2023, in connection with the Alto Convertible Note, the Company issued warrants to purchase
Note 6 – Molecule.ai Asset Acquisition
On
November 20, 2025, the Company, through its wholly-owned subsidiary 1563868 B.C. Ltd, entered into an asset purchase agreement with 1542770
B.C. Ltd (the “Selling Party”) pursuant to which the Company purchased certain assets of the Selling Party, including, among
others, the Selling Party’s AI-driven life sciences platform, all as more specifically set forth in the asset purchase agreement.
In exchange for the acquired assets, the Company agreed to pay the Selling Parties (i) a cash payment of $
| 17 |
Concurrently,
the Company executed a consulting agreement pursuant to which the founder of the Selling Party will provide specified consulting services
to enhance, upgrade and develop new features for the AI-driven platform. The term of the consulting agreement is one year, cancellable
at any time by either party with thirty days’ notice. Total consideration under the consulting agreement is approximately $
On
December 23, 2025, the parties executed the first amendment to the asset purchase agreement pursuant to which a portion of the first
installment payment was accelerated, with the remaining balance payable in accordance with the original terms. The Company issued
The asset purchase agreement contains customary mutual indemnification provisions under which each party agrees to indemnify the other for certain losses arising from breaches of representations, warranties, and covenants and specified pre-/post-closing liabilities, subject to customary limitations such as survival periods, thresholds, and caps.
The total purchase consideration as determined by the Company is as follows:
Schedule of Total Purchase Consideration
| Consideration | Dollar Value | |||
| Closing Cash | $ | |||
| Accelerated portion of the First Installment | ||||
| Six Month Installment | ||||
| Twelve Month Installment | ||||
| Technology Development Milestone 1* | ||||
| Technology Development Milestone 2* | ||||
| Total purchase consideration | $ | |||
| * | |
The Company
incurred approximately $
The
Company accounted for the transaction as an asset acquisition due to the determination that substantially all of the fair value of the
assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all”
criterion was met with respect to the acquired intellectual property as it acquired no other assets and assumed no liabilities in the
transaction. Further, the Company concluded that the asset acquired represented a developed technology asset as the assets did not meet
the definition of an in-process research and development asset. Accordingly, the purchase consideration, plus transaction costs, was
allocated to the developed technology asset, with no goodwill recognized. The Company estimates that the developed technology asset has
a useful life of
The carrying value of the developed technology asset is summarized as follows:
Schedule of Carrying Value of Development Technology Asset
| Carrying value as of December 31, 2024 | $ | — | ||
| Developed technology acquired | ||||
| Amortization expense | ( | ) | ||
| Software in progress | ||||
| Carrying value as of December 31, 2025 | $ | |||
| Carrying value of development technology asset, beginning balance | $ | |||
| Amortization expense | ( | ) | ||
| Capitalized software addition | ||||
| Carrying value as of March 31, 2026 | $ | |||
| Carrying value of development technology asset, ending balance | $ |
| 18 |
Note 7 - Stockholders’ Equity
Common Stock
During the three months ended March 31, 2026, the Company issued:
| ● | ||
| ● | ||
| ● |
During the three months ended March 31, 2025, the Company issued:
| ● | ||
| ● | ||
| ● |
March 2025 Equity Financing
On
March 12, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with WestPark Capital,
Inc. (“WestPark”) as the sole underwriter (the “Underwriter”), related to a public offering (the “Offering”)
of (i)
The
Offering resulted in gross proceeds of approximately $
The
March 2025 Pre-Funded Warrants were exercisable at any time after March 13, 2025, at an exercise price of $
The Company concluded that the March 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and have been recorded as additional paid in capital.
As
of March 31, 2026, all
June 2025 Private Placement
On
June 20, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) in a private
placement, and engaged WestPark Capital, Inc. (“WestPark”) as the sole placement agent (the “Placement Agent”),
pursuant to which the Company agreed to sell an aggregate of $
The
June 2025 Pre-Funded Warrants are exercisable at any time after issuance on June 24, 2025, at an exercise price of $
| 19 |
In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with the investor. Pursuant to the registration rights agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of common stock, and the shares issuable upon exercise of the pre-funded warrants issued under the purchase agreement, within 10 days of the closing date, and to have such registration statement declared effective within 90 days of the closing date (or 120 days if the registration statement is reviewed by the SEC). The registration rights agreement provided that the Company would be obligated to pay certain liquidated damages to the investor if the Company failed to file the resale registration statement, or to have such registration statement declared effective by such dates. The Company was prepared to file the registration statement within the deadline required under the registration rights agreement but due to requests by the investor, the Company did not file the registration statement until August 4, 2025, upon receiving the investor’s request to do so. The registration statement was declared effective on August 11, 2025.
The Company concluded that the shares and June 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and the proceeds from the issuance of the shares and June 2025 Pre-Funded Warrants have been recorded in additional paid-in capital.
As of March 31, 2026, all pre-funded warrants related to the June 2025 Private Placement have been exercised.
November 2025 Equity Financing
On
November 3, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Alternative Investment
Capital Inc. (the “Purchaser”, “Investor”, or the “Holder”), pursuant to which the Company agreed
to issue and sell to the Purchaser in a private placement transaction (the “Offering”) pre-funded warrants (the “November
2025 Pre-Funded Warrants”) to purchase up to
The
November 2025 Pre-Funded Warrants are exercisable at any time after November 4, 2025, at an exercise price of $
The Company concluded that the November 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and the proceeds from the issuance of the November 2025 Pre-Funded Warrants have been recorded in additional paid in capital.
As of March 31, 2026, all November 2025 Pre-Funded Warrants have been exercised.
| 20 |
March 2026 Equity Financing
On
March 9, 2026, the Company closed an underwritten public offering of
As
of March 31, 2026,
Warrants
In
connection with the Convertible Bridge Notes in October 2024, the lenders were granted warrants to purchase
In
connection with the October 2024 Equity Financing, the Company issued pre-funded warrants to purchase up to
In
connection with the March 2026 equity financing, the Company issued
A summary of activity regarding warrants to purchase common stock (excluding pre-funded warrants) for the three months ended March 31, 2026 were as follows:
Schedule of Warrants Activity
| Number of | Weighted Average | Average | ||||||||||
| warrants | Exercise Price | Life (years) | ||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Granted | — | — | — | |||||||||
| Forfeited | — | — | — | |||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
The
warrants had intrinsic value of $
| 21 |
Equity Incentive Plan
The
Company’s 2018 Equity Incentive Plan (the “2018 Plan”) provides for equity incentives to be granted to employees, executive
officers, directors and key advisers and consultants. Equity incentive grants may be made in the form of stock options with an exercise
price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Plan, restricted stock awards,
other stock-based awards, or any combination of the foregoing. The 2018 Plan is administered by the Company’s compensation committee.
In May 2025, the Company increased the shares authorized under the 2018 Plan by
Restricted Stock Units
The Company may grant restricted stock units (“RSU”) under our 2018 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of the 2018 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. RSUs granted typically vest annually in one third increments from the date of appointment.
During
the years ended December 31, 2025 and 2024, pursuant to agreements with directors, officers and consultants,
Stock-based compensation expense was classified as follows for the three months ended March 31, 2026 and 2025:
Schedule of Compensation Expenses (RSUs)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total | $ | $ | ||||||
On
February 27, 2025, the Company entered into a Revolving Loan Agreement with Bowery Consulting Group Inc. (“Bowery”) where
the Company may borrow from Bowery an aggregate principal amount of up to $
On
August 31, 2025 and September 11, 2025, Steve Richards and Joseph Tung, respectively, resigned from their positions on the Board of Directors.
Upon the resignation of the two board members, vesting of
| 22 |
On
May 8, 2025, the Company and Dr. Anatoly Dritschilo (“Dr. Dritschilo”) executed a Settlement Agreement and General Release
pursuant to which Dr. Dritschilo agreed to resign from his position as the Company’s Chief Scientist Officer and Director of the
Company’s Board of Directors on May 9, 2025. Under the Agreement and as consideration for timely signing, not timely revoking,
and compliance with the promises made therein, the Company agreed to issue
On
November 21, 2025, Mr. Lorber resigned from his position as Chief Financial Officer. In connection with his resignation, the Company
and Mr. Lorber entered into a Separation Agreement and Mutual Release (the “Separation Agreement”). Under the Separation
Agreement, specified portions of Mr. Lorber’s RSU awards were modified to accelerate and vest on February 8, 2026, which coincided
with (i) the expiration of his obligation to remain available for reasonable consultation/inquiries under the Separation Agreement and
(ii) the vesting date of the August 12, 2025 RSU award under its original terms. As a result of the modification,
As
of March 31, 2026, there was $
The following is a summary of activity regarding Restricted Stock Units issued:
Schedule of Restricted Stock Units (RSUs)
| Number of RSU | Weighted Average Fair Value Per RSU | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | — | — | ||||||
| Forfeited | — | — | ||||||
| Vested | ( | ) | ||||||
| Outstanding, March 31, 2026 | $ | |||||||
Note 8 – Derivative Liabilities
Fair Value Assumptions Used in Accounting for Derivative Liabilities
ASC 815 requires the Company to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.
In
October 2024, in connection with the October 2024 Equity Financing, the Company issued warrants to purchase
In
January 2023, in connection with the Alto Convertible Note, the Company issued warrants to purchase
| 23 |
As of March 31, 2026, the Company utilized a Black-Scholes Model to calculate the fair value of the Alto and October 2024 Equity Financing warrants. The key inputs for the Black-Scholes Model as of March 31, 2026, were as follows:
Schedule of Key Inputs for Valuation Assumptions
| March 31, 2026 | December 31, 2025 | |||||||
| Stock price on valuation date | $ | $ | ||||||
| Exercise price per share | $ | $ | ||||||
| Term (years) | ||||||||
| Volatility | ||||||||
| Risk-free rate | ||||||||
| Dividend yield | — | % | — | % | ||||
The following table summarizes the changes in the derivative liabilities:
Schedule of Derivative Liabilities
| Warrants | ||||
| Balance - December 31, 2024 | $ | |||
| Loss on change in fair value | ||||
| Balance - December 31, 2025 | $ | |||
| Loss on change in fair value | ( | ) | ||
| Balance - March 31, 2026 | $ | |||
Note 9 – Commitments and Contingencies
On
March 19, 2026, the Company entered into a consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency LLC
(the “IR Agency”) agreed to provide certain marketing and advertising services to communicate information about the Company
to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community
with respect to the Company. As consideration for the performance of the services, the Company paid $
On
April 3, 2025, the Company, entered into a consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed
to provide certain marketing and advertising services to communicate information about the Company to the financial community, including,
but not limited to, creating personnel profiles, media distribution and building a digital community with respect to the Company. As
consideration for the performance of the services, the Company paid the IR Agency $
On
September 15, 2025, the Company, entered into another consulting agreement with the IR Agency to continue the services contracted for
in April 2025. As consideration for the performance of the services, the Company paid the IR Agency $
On
December 16, 2024, the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with the
Regents of the University of California, on behalf of its San Francisco campus (the “UCSF”), pursuant to which UCSF’s
employees will conduct research on a project entitled “Investigation of 18F-fluorodeboronation method for PSMA targeting ligand
radiolabeling and evaluation in prostate cancer models” (the “Research Program”). Under the terms of the Sponsored
Research Agreement, the Company will bear the total cost of $
| 24 |
In
January 2025, the Company entered into a change order to its existing agreement with Theradex Systems, Inc., the Company’s primary
third-party CRO, for purposes of supporting the Company’s clinical trials of Ropidoxuridine. Following the change order, the Company’s
total cost limit increased by $
In
March 2025, the Company entered into a consulting services agreement (the “Consulting Agreement”) with Bowery Consulting
Group Inc. (the “Consultant”). According to the Consulting Agreement, the Consultant will provide consulting services in
connection with the Company’s business, advising on viability of plans for scaling activities, growth and capital raising strategies,
and costs minimization associated with technological platform improvements and marketing spend. On September 8, 2025, the managing partner
of the Consultant was appointed to the Company’s board of Directors. As a result, the Consultant became a related party effective
as of that date. The Company agreed to pay the Consultant $
On November 10, 2021, the Company entered into an engagement agreement (“EA”) with Boustead designating Boustead as its exclusive financial advisor for corporate finance activities and subsequently, on August 29, 2022, the Company entered into an underwriting agreement with Boustead in conjunction with the Company’s IPO. The EA contained an up to three year right of first refusal (“ROFR’) and the Underwriting Agreement, which overrode conflicting terms in the EA, contained a two year ROFR following the September 2, 2022 closing of the Company’s IPO. Further, Boustead also had a ROFR in conjunction with the Company’s terminated rights offering, which provided Boutead with a ROFR through February 7, 2025. Following the Company’s engagement agreement and underwriting agreement with WestPark Capital dated February 10, 2025 and March 13, 2025, respectively, Boustead asserted it has ROFR rights, demanding termination of WestPark’s engagement and claiming entitlement to compensation under the Boustead EA. As of the reporting date, there are no conditions indicating a loss has been incurred, nor does the Company believe a loss is probable and reasonably estimable, therefore no accrual for a potential loss has been recorded.
The Company is, from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
| 25 |
Note 10 – Business Segment Information
The
Company operates as
The
accounting policies of our reportable segment are the same as those described in the “Summary of Significant Accounting Policies”
for the Company. All costs, research and development expenses, general and administrative expenses, other operating expenses, interest
expense, depreciation, corporate overhead assets (workforce, intellectual property, etc.) are fully allocated to the Company’s
one segment. Significant segment expenses include payroll and costs incurred for the Company’s primary third-party contract research
organization (“CRO”). The contract with the Company’s primary CRO was terminated during the year ended December 31,
2025 following the discontinuation of the clinical trial of Ropidoxuridine (see Note 9). During the three months ended March 31, 2026
and 2025, the Company incurred payroll expenses classified in our unaudited condensed consolidated statements of operations as general
and administrative of $
Note 11 – Subsequent Events
Merger Agreement
General Description of the Merger Agreement
On April 30, 2026, Shuttle Pharmaceuticals Holdings, Inc. (“Shuttle” or “Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“Merger Sub”) and United Dogecoin Inc., a Delaware corporation (the “Company”), the transactions contemplated by which (the “Transactions”) were subsequent completed on May 6, 2026 (the “Closing Date”).
Pursuant to the terms and conditions of the Merger Agreement, the Acquiror filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (such time of the filing of the Certificate of Merger, the “Effective Time”), in accordance with the General Corporation Law of the State of Delaware. Pursuant to the Certificate of Merger, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as the Surviving Corporation (as defined in the Merger Agreement). As a result of the Merger, the Company will become a direct wholly owned subsidiary of Acquiror and all of the property, rights, privileges, powers and franchises of the Company and Merger Sub vested in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub became the debts, liabilities and duties of the Surviving Corporation.
| 26 |
Transaction Consideration
At
the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holders of
any existing common stock of the Company (the “Existing Company Common Stock”): (i) each share of common stock of Merger
Sub, issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and nonassessable
share of common stock of the Company (the “Company Common Stock”); and (ii) each share of Existing Company Common Stock of
the Company (collectively, the “Existing Company Stock”) issued and outstanding immediately prior to the Effective Time was
canceled and converted into the right to receive a portion of the Merger Consideration (as defined herein), consisting of a newly designated
Series B-1 convertible preferred stock, par value $
Subject
to the receipt by the Acquiror of stockholder approval (the “Requisite Approval”) for the issuance of shares of common stock
in connection with the conversion of the Series B-1 Preferred Stock, each share of Series B-1 Preferred Stock will be convertible into
In
addition, holders of Existing Company Stock shall be entitled to receive up to
Financial Advisor Fee
In
connection with the Merger, the Acquiror issued to E.F. Hutton & Co. (i)
PIPE Financing
On
April 30, 2026, Shuttle entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited
investors party thereto (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Acquiror
agreed to issue (i)
Upon
subsequent receipt of Stockholder Approval (as defined in the Securities Purchase Agreement), the shares of Series B-2 Convertible Preferred
Stock will be automatically convertible (the “B-2 Share Conversion” and together with the B-1 Share Conversion, the “Conversions”),
at a conversion price of $
In
addition, subject to the receipt of stockholder approval, the Acquiror agreed to issue to the Purchasers Pre-Funded Warrants to purchase
up to
Under the Securities Purchase Agreement, the Acquiror is obligated to seek Stockholder Approval (as defined in the Securities Purchase Agreement) to, among other things, approve the issuance of Acquiror Common Stock upon the B-2 Conversion. The Pre-Funded Warrants will not be issuable until the Acquiror receives Stockholder Approval. Pursuant to the Securities Purchase Agreement, the Acquiror has agreed to file a registration statement (a “Registration Statement”) which will have been declared effective within 15 days of receipt of Stockholder Approval (or declared effective within 45 days of receipt of Stockholder Approval in the event the Securities and Exchange Commission (the “Commission”) determines to review the Registration Statement). Notwithstanding anything to contrary, in the event that no Milestone Shares (and/or Pre-Funded Warrants) have been issued pursuant to the Securities Purchase Agreement on or before the date that the Registration Statement is declared effective by the Commission, the Acquiror shall not be obligated to include any such Milestone Shares on such Registration Statement, and shall instead be obligated to include such Milestone Shares on a subsequent resale registration statement required to be filed and declared effective by the Commission within thirty (30) days of a Milestone Event.
Second Amendment of Asset Purchase Agreement
On April 30, 2026, Shuttle entered into a Second Amendment (the “Second Amendment”) to Asset Purchase Agreement (the “Asset Purchase Agreement”) with 1563868 B.C. Ltd., a Canadian limited corporation and the Company’s wholly owned subsidiary (“Purchaser”), 1542770 BC Ltd., a Canadian limited corporation (“Seller”), and ZhiTian (Andy) Zhang, an individual residing in Vancouver, Canada (“Seller Guarantor”), dated as of November 20, 2025, as amended by that First Amendment to Asset Purchase Agreement, dated December 23, 2025 (the “First Amendment” and the Asset Purchase Agreement, as amended, the “APA”).
Pursuant
to the terms and conditions of the Second Amendment, on the Effective Date, the Acquiror (i) issued
| 27 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Result of Operations (the “MD&A”) should be read in conjunction with our unaudited financial statements and the related notes thereto included elsewhere in this Quarterly Report and our financial statement and related notes contained in our annual report on From 10-K for the fiscal year ended December 31, 2025. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” in this report and in our annual report on Form 10-K for the fiscal year ended December 31, 2025.
We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report, except as required by U.S. federal securities laws.
Overview
On November 21, 2025, we acquired substantially all of the assets of Molecule.ai, a pharmaceutical software company building an artificial intelligence (“AI”) driven platform for molecular discovery and early-stage drug development, were acquired by a wholly owned subsidiary of ours. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform (hereafter, “Molecule.ai” or the “platform”) helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development. The platform is engineered to accelerate the iteration cycles that characterize modern drug discovery while preserving scientific reproducibility, traceability and operational reliability. Molecule.ai adapts state of the art AI algorithms to create a practical, domain-specific AI infrastructure layer for molecular research and development. We will seek to leverage Molecule.ai’s molecular modeling and predictive analytics platform to significantly augment our drug discovery and development business purpose. In tandem with the Molecule.ai asset acquisition, on November 20, 2025, we committed to a plan to wind-down the Clinical Trials of Ropidoxuridine.
Nasdaq Listing Compliance
On December 31, 2024, we received a letter from the Nasdaq Staff stating that for the 30 consecutive business day period between November 15, 2024 to December 30, 2024 our common stock had failed to maintain a minimum closing bid price of $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a period of 180 calendar days, or until June 30, 2025, to regain compliance with the Minimum Bid Price Requirement.
Following the March 2025 $5.75 million equity financing, on March 14, 2025, Nasdaq acknowledged that we had regained compliance with the Listing Rule 5550(b)(1) but indicated that if we failed to evidence compliance upon filing the March 31, 2025 Form 10-Q, we may have been subject to delisting. We evidenced compliance through maintaining a minimum closing bid price of our common stock of $1.00 per share or greater from June 16, 2025 to July 1, 2025. Accordingly, we regained compliance with the Minimum Bid Price Requirement.
On June 16, 2025, in order to maintain the Minimum Bid Price Requirement, we effectuated a 1-for-25 reverse stock split of our issued and outstanding common stock, rounding up to account for any fractional shares. The reverse stock split had no effect on our authorized shares of common stock or preferred stock and the par value will remain unchanged at $0.00001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.
On July 2, 2025, we received notification from Nasdaq acknowledging that we maintained the requisite minimum closing bid price of our common stock of $1.00 per share or greater. Accordingly, we regained compliance with Listing Rule 5550(a)(2), and the matter was closed.
We reported stockholders’ equity of $1,394,161 in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and, as a result, were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market (“Nasdaq”) to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). We believe as of November 17, 2025, we regained compliance with the Stockholders’ Equity Requirement based upon our private placement consummated on November 4, 2025, pursuant to which we raised aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and offering expenses payable by us.
For the year ended December 31, 2025, we reported stockholders’ equity of $2,254,446, and, as a result, were not in compliance with the Stockholders’ Equity Requirement. As of March 31, 2026, we regained compliance with the Stockholders’ Equity Requirement based upon our underwritten public offering of 2,238,800 shares of its common stock at a public offering price of $0.50 per share, resulting in gross proceeds of $3,500,000 and net proceeds of approximately $3,100,000 after deducting underwriting discounts, commissions, and estimated offering expenses of $396,000. The offering included 4,761,000 pre-funded warrants at a price of $0.499 per warrant, each exercisable for one share of common stock at a nominal exercise price of $0.001 per share.
| 28 |
Results of Operations
Comparison of the three months ended March 31, 2026 and 2025
The following table summarizes the results of our operations:
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | — | |||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 267,240 | 1,573,928 | (1,306,688 | ) | (83 | )% | ||||||||||
| General and administrative | 1,160,556 | 596,886 | 563,670 | 94 | % | |||||||||||
| Legal and professional | 789,026 | 780,427 | 8,599 | 1 | % | |||||||||||
| Total operating expenses and loss of operations | 2,216,822 | 2,951,241 | (734,419 | ) | (25 | )% | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense - related parties | — | (5,395 | ) | 5,395 | (100 | )% | ||||||||||
| Interest expense | (12,122 | ) | (6,535 | ) | (5,587 | ) | 85 | % | ||||||||
| Interest income | 209 | — | 209 | 100 | % | |||||||||||
| Change in fair value of derivative liabilities | 76,264 | 2,643 | 73,621 | 2,786 | % | |||||||||||
| Change in fair value of convertible notes | — | (92,479 | ) | 92,479 | (100 | )% | ||||||||||
| Total other (expense) income | 64,351 | (101,766 | ) | 166,117 | (163 | )% | ||||||||||
| Net loss | $ | (2,152,471 | ) | $ | (3,053,007 | ) | $ | 900,536 | (29 | )% | ||||||
Research and Development. Total research and development (“R&D”) expense was $0.3 million for the three months ended March 31, 2026, as compared to $1.6 million to the three months ended March 31, 2025. The decrease in total R&D expense of $1.3 million, or 83%, is primarily related to a $0.9 million decrease in subcontractor expenses and $0.2 million decrease in R&D compensation related expenses in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Subcontractor expense made up 36% of total R&D expenses in the three months ended March 31, 2026 and 58% of total R&D expenses during the three months ended March 31, 2025. R&D compensation related expenses were $0.2 million in the three months ended March 31, 2026 as compared to $0.6 million in the three months ended March 31, 2025. For the three months ended March 31, 2026, R&D compensation related expenses were 37% as a percent of total R&D expense, representing a decrease from the 26% of total R&D incurred in the three months ended March 31, 2025. The decrease is largely attributable to the lower employee headcount year over year and retirement of our CSO.
General and Administrative Expenses. General and administrative expenses in the three months ended March 31, 2026 increased by $0.6 million, or 94%, from $0.6 million in the three months ended March 31, 2025 to $1.2 million in the three months ended March 31, 2026. The increase in general and administrative expenses was primarily due to costs associated with advertising for investor relations of $0.1 million and amortization expense for developed technology of $0.6 for the three months ended March 31, 2026.
Legal and Professional Expenses. During the three months ended March 31, 2026, legal and professional expenses increased by $0.009 million or 1% compared to the same period in 2025. The increase in legal and professional fees was primarily due to higher legal and professional fees in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Other Income (expense). During the three months ended March 31, 2026, other income increased by $0.2 million or 163% compared to other expense of the same period in 2025. The increase was primarily driven by a $0.1 million increase in change in fair value of derivative liabilities, partially offset by a $0.09 million decrease in change in fair value of convertible notes.
| 29 |
Liquidity and Capital Resources
Our unaudited condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred losses since inception and had a net loss of $2.2 million and no revenues generated during the three months ended March 31, 2026 and working capital deficit of approximately $5.8 million as of March 31, 2026. We do not expect to generate positive cash flows from operating activities in the near future.
In January 2025, we entered into a change order to the existing agreement with Theradex Systems, Inc., our primary third-party CRO, for purposes of supporting our clinical trials of Ropidoxuridine. As disclosed in our SEC Form 8-K filings on October 21, 2025 and November 21, 2025, the Company received a letter from Theradex Systems, Inc., providing written notice of termination of the master agreement, dated November 1, 2018 (the “Master Agreement”), between us and Theradex, and all work orders thereunder, and demanding immediate payment of all outstanding amounts owed thereunder in the aggregate amount of $1.091 million. Pursuant to the notice of termination, on November 20, 2025, we entered into a release and settlement agreement (the “Settlement Agreement”) with Theradex, pursuant to which we will pay a partial payment of $300,000 to Theradex as full and final payment of any and all claims relating to the debt or obligation previously owed by us to Theradex, totaling approximately $557,000 (the “Outstanding Liabilities”) and in consideration of such payment, each party will release, acquit and discharge each other from all claims arising from the Outstanding Liabilities and Theradex will properly wind down operations in a manner compliant with the Food and Drug Administration. After the payments pursuant to the Settlement Agreement, we will still owe amounts, under five separate research site agreements between the Company and various hospitals, as disclosed in the Settlement Agreement. As part of the Company’s wind down of its Clinical Trials, the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include right of use asset impairment charges, accelerated expense recognition of share-based payments, and contract termination costs. Costs associated with the wind down of the Clinical Trials are recorded within research and development expenses in the consolidated financial statements of operations.
In March 2025, we entered into a consulting services agreement (the “Bowery Consulting Agreement”) with Bowery Consulting Group Inc. (the “Consultant”). According to the Bowery Consulting Agreement, the Consultant will provide consulting services in connection with our business, advising on viability of plans for scaling activities, growth and capital raising strategies and cost minimization associated with technological platform improvements and marketing spend. We agreed to pay the Consultant $260,000 for their services, which we are not obligated to pay until we regain full Nasdaq listing requirement. We received notice from Nasdaq on July 2, 2025 that we had regained compliance with the listing requirement and have since paid the fee.
On April 3, 2025, the Company entered into a consulting agreement with the IR Agency LLC (the “IR Agency”). Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the Services, the Company paid IR Agency $2.0 million on April 5, 2025. The term of the consulting agreement was three months starting on April 3, 2025. For the year ended December 31, 2025, the Company incurred $2.0 million of costs under the consulting agreement.
On September 15, 2025, the Company entered into another consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed to provide marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the Services, the Company paid IR Agency $1.5 million. The term of the consulting agreement will be two months. For the year ended December 31, 2025, the Company incurred $1.5 million of costs under the consulting agreement.
In October 2025, the October 2024 Convertible Bridge Notes mandatorily converted into 117,612 shares of common stock due to reaching maturity. The Convertible Bridge Notes converted at a share price of $6.38, which is the conversion price with a 15% discount per the Convertible Bridge Notes’ terms. See Note 5 for more information.
| 30 |
On November 20, 2025, the Company entered into an asset purchase agreement (the “APA”) to acquire Molecule.ai. The total purchase consideration was $10,117,304. For the year ended December 31, 2025, the Company made a $3,000,000 cash payment and issued 320,496 shares of common stock with a fair value of $564,073. As of December 31, 2025, the Company had contingent consideration payable and consideration payable of $2,000,000 and $4,435,927, respectively, related to the Molecule.ai acquisition.
On March 19, 2026, the Company entered into a consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the services, the Company paid $1.25 million to IR Agency. The term of the consulting agreement was three months starting on March 19, 2026. For the period ended March 31, 2026, the Company incurred $176,630 of costs under the consulting agreement.
Our ability to continue as a going concern is dependent upon our ability to continue to successfully raise additional equity or debt financing to allow us to fund ongoing operations, and commercialize, fund milestone and contingent payments due under the APA, and market our Molecule.ai platform in order to generate revenues. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements contained in the report are issued.
Recent Financings
On March 9, 2026, the Company closed an underwritten public offering of 2,238,800 shares of our common stock at a public offering price of $0.50 per share, resulting in gross proceeds of $3.5 million and net proceeds of approximately $3.2 million after deducting underwriting discounts, commissions, and estimated offering expenses of $275,000. The offering included 4,761,200 pre-funded warrants at a price of $0.499 per warrant, each exercisable for one share of common stock at a nominal exercise price of $0.001 per share. The Company used $1.25 million of the net proceeds from this offering for marketing efforts and the remainder will be used for working capital and general corporate purposes.
On November 3, 2025, we consummated a private placement of prefunded warrants to purchase up to 625,156 shares of common stock at an exercise price of $0.001 per share, at a price of $3.99 per prefunded warrant. The private placement closed on November 4, 2025. We received gross proceeds of approximately $2.5 million and net proceeds of approximately $2.3 million, reflecting approximately $0.2 million of legal costs and other expenses connected with the private placement.
On June 20, 2025, we consummated a private placement of an aggregate of (i) 21,924 shares of common stock, of the Company, at a purchase price of $3.60 per share and (ii) pre-funded warrants to purchase 1,158,953 shares of common stock at an exercise price of $0.001 per share, at a purchase price of $3.599 per pre-funded warrant. The private placement closed on June 24, 2025. We received gross proceeds of approximately $4.3 million and net proceeds of approximately $3.9 million, reflecting approximately $0.4 million of legal costs and other expenses connected with the private placement.
On March 12, 2025, we consummated a public offering of an aggregate of (i) 53,637 shares of common stock, of the Company, at a public offering price of $7.50 per share and (ii) pre-funded warrants to purchase 713,030 shares of common stock at an exercise price of $0.025 per share, at a public offering price of $7.48 per pre-funded warrant (the “Offering”). The Offering closed on March 13, 2025. We received gross proceeds of approximately $5.7 million and net proceeds of approximately $5.0 million, reflecting approximately $0.7 million of legal costs and other expenses connected with the Offering.
On February 27, 2025, we entered into a Revolving Loan Agreement (the “Revolving Loan Agreement”) with a lender. Pursuant to and under the terms of the Revolving Loan Agreement, we issued a revolving note dated February 28, 2025 in the principal amount of up to $2.0 million (the “Revolving Note”), which we may draw upon at our discretion from time to time through its maturity on February 28, 2026. The Revolving Note bears interest at the rate of 18% per annum calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue interest daily commencing from the date of any draw down until paid in full.
| 31 |
Balance Sheet Data:
| March 31, | December 31, | |||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Current assets | $ | 2,462,953 | $ | 502,911 | $ | 1,960,042 | 390 | % | ||||||||
| Current liabilities | 8,305,610 | 7,966,891 | 338,719 | 4 | % | |||||||||||
| Working capital deficit | $ | (5,842,657 | ) | $ | (7,463,980 | ) | $ | 1,621,323 | (22 | )% | ||||||
As of March 31, 2026, total current assets were $2.5 million and total current liabilities were $8.3 million, resulting in working capital deficit of $5.8 million. As of December 31, 2025, total current assets were $0.5 million and total current liabilities were $8.0 million, resulting in a working capital deficit of $7.5 million. The Company’s current assets as of March 31, 2026 are comprised of $1.1 million of cash and cash equivalents and $1.4 million of prepaid expenses and other current assets, with the increase from December 31, 2025 being primarily due to the March 2026 equity raise that provided $3.2 million in net cash.
Cash Flows
| Three Months Ended | ||||||||||||||||
| March 31, | Change | % | ||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Cash used in operating activities | $ | (2,417,309 | ) | $ | (2,526,924 | ) | $ | 109,615 | (4 | )% | ||||||
| Cash provided by investing activities | $ | (36,000 | ) | $ | — | $ | (36,000 | ) | (100 | )% | ||||||
| Cash provided by financing activities | $ | 3,209,250 | $ | 5,119,387 | $ | (1,910,137 | ) | (37 | )% | |||||||
| Cash and cash equivalents on hand | $ | 1,089,946 | $ | 4,512,607 | $ | (3,422,661 | ) | (76 | )% | |||||||
Cash Flows from Operating Activities
Our cash flows from operating activities are greatly influenced by our use of cash for operating expenses and working capital requirements (including marketing expenses) to support the business. We have historically experienced negative cash flows from operating activities as we invested in research and development activities. The cash used in operating activities resulted primarily from our net losses adjusted for non-cash charges, which are generally attributable to stock-based compensation, changes in fair value of our derivative liabilities, changes in fair value of our convertible notes, and amortization of debt discounts and finance fees, as well as changes in components of operating assets and liabilities, which are generally attributable to increased expenses and timing of vendor payments.
During the three months ended March 31, 2026, net cash used in operating activities of $2.4 million was primarily due to our net loss of $2.2 million, change in fair value of derivative liabilities of $0.08 million, and the net change in operating assets and liabilities of $0.9 million, partially offset by stock-based compensation of $0.04 million and depreciation and amortization of $0.6 million.
During the three months ended March 31, 2025, net cash used in operating activities of $2.5 million was primarily due to our net loss of $3.0 million, stock-based compensation of $0.5 million, change in fair value of convertible notes of $0.1 million, partially offset by the net change in operating assets and liabilities of $0.1 million.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, net cash used in investing activities of $0.04 million was primarily due to payments for capitalized software development costs. During the three months ended March 31, 2025, the Company did not have investing activities.
Cash Flows from Financing Activities
For the three months ended March 31, 2026, cash flows from financing activities was primarily comprised of proceeds of $3.5 million from the sale of common stock and pre-funded warrants as part of the March 2026 equity financing, net of placement agent costs of $0.3 million.
| 32 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While the significant accounting policies are described in more detail in the notes to the unaudited condensed consolidated financial statements included elsewhere in this report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Our most critical accounting policies and estimates relate to the following:
| ● | Research and Development Expenses | |
| ● | Fair Value of Convertible Notes | |
| ● | Fair Value of Warrant to Purchase Common Stock | |
| ● | Fair Value of Derivative Financial Instruments | |
| ● | Useful Life of Molecule.ai Intangible Asset |
Research and Development Expense
Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, which may include portions of the Company’s executives to the extent they are actively involved in the research and development activities, materials, supplies, related subcontract expenses, and consulting costs. The periods presented include a portion of the Company’s former chief executive officer (prior to his transition to chief scientific officer), former chief operating officer, former vice president regulatory (formerly the chief financial officer) and directors’ compensation, prior to the individuals’ departures from the Company.
Fair Value of Convertible Notes
As permitted under ASC 825, Financial Instruments (“ASC 825”), we elected the fair value option to account for the October 2024 Convertible Bridge Notes. In prior periods, the valuation of the October 2024 Convertible Bridge Notes utilized a Monte Carlo simulation model. Monte Carlo simulation models require the use of simulations that are weighted based on projected future stock prices, the volatility of a set of guideline companies and significant unobservable inputs including probabilities assigned to not achieving a successful capital raise and a registration of related securities. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average.
The significant inputs and assumptions used to estimate the fair value also include: (i) the expected timing of conversion, (ii) the amount subject to equity conversion, (iii) the sum of the notes’ principal and unpaid accrued interest, (iv) expected volatility, (v) risk-free interest rate, (vi) the discount rate, (vii) volume-weighted average price (“VWAP”), (viii) illiquidity discounts, and (ix) probabilities assigned.
In the current reporting period, the Company calculated the fair value of the October 2024 Convertible Bridge Notes assuming a mandatory conversion due to the relatively short duration between the balance sheet date and the maturities in October 2025. The fair value was determined by calculating the number of shares into which the October 2024 Convertible Bridge Notes will convert in a mandatory conversion scenario, multiplied by the fair value per share of the Company’s common stock at the balance sheet date.
| 33 |
The October 2024 Convertible Bridge Notes are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations, or for changes due to our credit worthiness, if any, as a component of other comprehensive income.
Fair Value of Warrants to Purchase Common Stock
We have issued warrants to investors in our debt and equity offerings. We have also issued warrants to service providers in relation to our financing offerings.
We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815 (as well as under ASC 718 for warrants issued as share-based payments). In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative.
For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities. For warrants that are determined to be liability-classified, we estimate the fair value at issuance and each subsequent reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.
For warrants with uncertain or more complex terms (such as variability in the warrant shares or exercise price), we may utilize more complex models to address such provisions, including Monte Carlo simulations or Black-Sholes Models. Monte Carlo simulation models require the use of simulations that are weighted based on projected future stock prices, the volatility of a set of guideline companies and significant unobservable inputs including probabilities assigned. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average. Black-Sholes Models require specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield.
The use of these valuation models requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.
Fair Value of Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, such as the Acceleration Option in the Alto warrants (as defined in Note 5). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities are evaluated at the end of each reporting period.
For our derivative financial instruments classified as a liability, we use a Black-Sholes Models to value the derivative instruments at inception and on subsequent valuation dates. The model require specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield.
Useful Life of Molecule.ai Intangible Asset
The Company’s identifiable intangible asset consists of the Molecule.ai platform classified as developed technology. The Molecule.ai platform is a definite-lived intangible asset and is amortized on a straight-line basis over its estimated 4-year useful life, which reflects the period over which the asset is expected to generate economic benefits. The Company periodically reviews useful life assumptions and related classifications and updates them when facts and circumstances indicate a change is warranted.
| 34 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2026, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such evaluation was carried out under the supervision of our Interim Chief Executive Officer and our Chief Financial Officer. Based on this evaluation, management concluded that our disclosure controls and procedures were, and continue to be, ineffective as of March 31, 2026. Based on the foregoing, our management concluded that our internal controls over the following financial reporting areas to be material weaknesses:
| ● | Our written policies and procedures over accounting transaction processing and period end financial close and reporting are limited, which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting; in addition, we lacked sufficient review and segregation of duties for certain financial transactions, manual journal entries, and critical financial spreadsheets, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting. |
| ● | We identified findings related to overall information technology general controls (“ITGCs”) including issues with super-user access and segregation of duties for systems supporting the Company’s internal control processes and controls. |
| ● | We identified deficiencies in our entity level controls specifically related to timely communication of material contracts and other communications for consideration in the Company’s accounting and financial reporting processes. |
Management’s Remediation Measures
While the Company has improved its organizational capabilities, the Company’s remediation efforts will continue to take place. Management is committed to maintaining a strong internal control environment. In response to the identified material weaknesses in the overall control environment, management is currently implementing additional measures which include:
| ● | Engaged a third-party consulting firm to assist with the preparation of SEC reporting and other technical accounting matters. |
| ● | Redesigned and implemented certain management review controls around the proper classification of operating expenses as research and development and general and administrative. |
| ● | Redesigned and implemented formal communication by the Compensation Committee to and review of approved grants by executive management. |
| ● | Committed to more formal and disciplined approach to significant actions and decisions made by the Board with the inclusion of the Company’s Chief Financial Officer. |
The Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be fully remediated until the Company has concluded that its internal controls are operating effectively for a sufficient period of time.
Changes in Internal Control over Financial Reporting
Except for the remediation efforts described above, there has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional improvements as necessary.
| 35 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not party to, and our property is not the subject of, any material legal proceedings.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended March 31, 2026, none of our directors or executive officers
Item 6. Exhibits.
The following exhibits are filed or furnished with this report:
| Exhibit No. | Description of Exhibit | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** | |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** | |
| 101 | Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
**Furnished herewith.
| 36 |
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 thereunto duly authorized.
| SHUTTLE PHARMACEUTICALS HOLDINGS, INC. | ||
| May 15, 2026 | By: | /s/ Christopher Cooper |
| Christopher Cooper | ||
| Interim Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| May 15, 2026 | By: | /s/ Yuying Liang |
Yuying Liang Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 37 |