Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-291628
PROSPECTUS
Shuttle
Pharmaceuticals Holdings, Inc.
625,156
Shares of Common Stock
Pursuant
to this prospectus, the selling stockholder identified herein is offering on a resale basis 625,156 shares of common stock of Shuttle
Pharmaceuticals Holdings, Inc., consisting of 625,156 shares of common stock issuable upon exercise of a pre-funded warrant, exercisable
at a nominal exercise price per share of $0.001, without expiration. The pre-funded warrant was issued to the selling stockholder in
connection with a private placement we completed on November 4, 2025. We will not receive any of the proceeds from the sale by the selling
stockholder of the shares.
The
selling stockholder may sell or otherwise dispose of the shares covered by this prospectus in a number of different ways and at varying
prices. We provide more information about how the selling stockholder may sell or otherwise dispose of the shares covered by this prospectus
in the section entitled “Plan of Distribution” on page 8. Discounts, concessions, commissions and similar
selling expenses attributable to the sale of shares covered by this prospectus will be borne by the selling stockholder. We will pay
all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the shares
with the Securities and Exchange Commission, or the SEC.
You
should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in our common stock.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SHPH.” On January 30, 2026, the last reported
sale price for our common stock was $2.02 per share.
Investing
in our common stock involves substantial risk. Please read “Risk Factors” beginning on page 6 of this prospectus
and in the documents we incorporate by reference.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is January 30, 2026
TABLE
OF CONTENTS
| ABOUT THIS PROSPECTUS |
4 |
| SUMMARY |
4 |
| RISK FACTORS |
6 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
6 |
| USE OF PROCEEDS |
6 |
| SELLING STOCKHOLDER |
7 |
| PLAN OF DISTRIBUTION |
8 |
| LEGAL MATTERS |
9 |
| EXPERTS |
9 |
| INFORMATION INCORPORATED BY REFERENCE |
10 |
| WHERE YOU CAN FIND MORE INFORMATION |
10 |
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the SEC pursuant to which the selling stockholder named herein
may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should
not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover
of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a
later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated
by reference therein, in making your investment decision. You should also read and consider the information in the documents to which
we have referred you under “Where You Can Find More Information” and “Information Incorporated by Reference”
in this prospectus.
We
have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by
reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in
this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common
stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation
of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves
about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
As
used in this prospectus and unless otherwise indicated, the terms “we,” “us,” “our,” “Shuttle
Pharma,” or the “Company” refer to Shuttle Pharmaceuticals Holdings, Inc. and its consolidated subsidiaries.
All
share amounts in this prospectus give effect to our 1-for-25 reverse stock split effected on June 16, 2025, unless otherwise indicated.
SUMMARY
About
Us—Business Overview
On November 21, 2025,
it was announced that substantially all of the assets and liabilities 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 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, the Company committed to a plan to discontinue its clinical trials of Ropidoxuridine (the “Clinical
Trials”), our lead product candidate.
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.
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.
We are still evaluating
additional business impacts from the discontinuance of the Clinical Trials and the acquisition of Molecule.ai, all of which could materially
affect our plans and financial position.
Corporate
Information
The
Company was formed as a limited liability company in the state of Maryland in December 2012 and was converted to a C corporation in August
2016. In June 2018, we completed a share exchange with Shuttle Pharma Acquisition Corp. Inc. (“Acquisition Corp.”), pursuant
to which Shuttle Pharmaceuticals, Inc. became a subsidiary of Acquisition Corp. and we subsequently changed the name of Acquisition Corp.
to Shuttle Pharmaceuticals Holdings, Inc.
Our
executive offices are located at 401 Professional Drive, Suite 260, Gaithersburg, MD 20879 and our telephone number is (240) 430-4212.
Our corporate website is www.shuttlepharma.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and all amendments to those reports, if any, are available to you free of charge through the “Investor Relations” section
of our website as soon as reasonably practicable after such materials have been electronically filed with or furnished to the SEC. Information
contained on our website does not form a part of this prospectus.
Private
Placement
On
November 3, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor,
for the sale by the Company to the investor, in a private placement, of a pre-funded warrant to purchase up to 625,156 shares of common
stock for aggregate gross proceeds of approximately $2.5 million. The private placement closed on November 4, 2025.
The
pre-funded warrant is immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until the pre-funded
warrant is exercised in full. The pre-funded warrant may not be exercised to the extent such exercise would result in the holder beneficially
owning more than 4.99% of the Company’s outstanding common stock.
Pursuant
to the Purchase Agreement, the Company agreed to file a registration statement with the SEC to register for resale the shares of the
shares issuable upon exercise of the pre-funded warrant issued under the Purchase Agreement within 15 days of the date of the Purchase
Agreement, and to have such registration statement declared effective within 45 days of the date of the Purchase Agreement (or 75 days
if the registration statement is reviewed by the SEC).
WestPark
Capital, Inc. (“WestPark”) acted as the placement agent in connection with the private placement pursuant to a placement
agency agreement between the Company and WestPark (as amended, the “Placement Agency Agreement”). Pursuant to the Placement
Agency Agreement, the Company paid WestPark a cash fee of 4% of the gross proceeds received by the Company in the private placement.
The Company also reimbursed certain expenses of WestPark.
This
prospectus covers the resale of the 625,156 shares of common stock issuable upon exercise of the pre-funded warrant issued under the
Purchase Agreement.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties discussed below, as well as those under the heading “Risk Factors” contained in our
most recent annual report on Form 10-K filed with the SEC, and as incorporated by reference in this prospectus, as the same may be amended,
supplemented or superseded by the risks and uncertainties described under similar headings in the other documents that are filed by us
after the date hereof and incorporated by reference into this prospectus. Please also read carefully the section below titled “Cautionary
Note Regarding Forward-Looking Statements.”
The
sale of a substantial amount of our common stock, including resale of the shares of common stock by the selling stockholder in the public
market, could adversely affect the market price of our common stock.
We
are registering for resale 625,156 shares of common stock issuable upon the exercise of a pre-funded warrant held by the selling stockholder.
Sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely
affect the market price of our common stock. We cannot predict if and when the selling stockholder may sell such shares in the public
market.
Recent and future
acquisitions may have a material adverse effect on our ability to manage our business and our results of operations and financial condition.
We may acquire assets,
businesses, technologies, services, or products which are complementary to our operations. Recent and future acquisitions, including
the now complete asset acquisition pursuant to the Asset Purchase Agreement with 1563868 B.C. Ltd., a Canadian limited corporation, and
the Company’s wholly owned subsidiary, 1542770 BC Ltd., a Canadian limited corporation, and the related employment contract with
Zhitian (Andy) Zhang, an individual residing in Vancouver, Canada (the “Asset Purchase”), may expose us to potential risks,
including risks associated with not receiving the intended benefits of the Asset Purchase, the diversion of resources and management
attention from our existing business and technology, the costs and expenses incurred in connection with such acquisitions, or the potential
loss of or harm to relationships with suppliers, employees, and potential customers resulting from our integration of a new asset class.
If any of these risks were to occur, our operations could be materially and adversely affected.
If we are unable
to acquire and retain new customers for our Molecule.ai platform or if those customers renew licenses at lower prices, our future revenues
may be negatively impacted.
We expect to derive a
significant portion of our revenues from license agreements related to our Molecule.ai platform. As a result, acquiring new customers
and maintaining the renewal rate of those new customers is critical to our future operating results. Factors that may affect the acquisition
of new customers and renewal rates for future customers include:
| |
● |
the price, performance, and functionality of our
platform; |
| |
● |
the availability, price, performance, and functionality
of competing software solutions; |
| |
● |
the success of competitive products or technologies; |
| |
● |
the stability, performance, and security of our
technological infrastructure; and |
| |
● |
the business environment of our future customers. |
If we fail to acquire
new customers, if we are unable to successfully renew agreements with such clients or if clients renew such agreements upon less favorable
terms or at lower fee levels, our future revenues may be negatively impacted.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements in this prospectus
and the documents incorporated by reference that are not historical facts should be considered “Forward Looking Statements”
within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the forward-looking statements can be identified by the use words such as “believe,” “expect,” “may,”
“estimates,” “should,” “seek,” “approximately,” “intend,” “plan,”
“estimate,” “project,” “continue” or “anticipates” or similar expressions or words, or
the negatives of those expressions or words. These statements may be made directly in this prospectus and they may also be incorporated
by reference in this prospectus from other documents filed with the SEC, and include, but are not limited to, statements about future
financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect to
future operations and products, and other statements that are not historical facts. These forward-looking statements are based upon the
current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking statements
are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ
materially from the anticipated results discussed in these forward-looking statements as a result of several factors including, but not
limited to, risks regarding our ability to continue as a going concern in the near term being dependent upon us successfully raising
additional equity or debt financing to fund our operations, risks regarding volatility of our stock price, risks regarding future issuance
of equity or of debt securities diluting our share capital, risks regarding our successful transition of our business from the
development, regulatory approval and commercialization of our product candidates, our ability to recognize
the anticipated benefits of the Asset Purchase, expectations as to our future performance, our ability to remain listed
on the Nasdaq Capital Market, as well as those noted under “Risk Factors” in this prospectus and in the documents incorporated
by reference in this prospectus.
USE
OF PROCEEDS
We
will not receive any of the proceeds from any sale or other disposition of the shares of common stock covered by this prospectus. All
proceeds from the sale of the shares will be paid directly to the selling stockholder.
SELLING
STOCKHOLDER
The
shares of common stock being offered by the selling stockholder are those underlying the pre-funded warrant issued to the selling stockholder
under the Purchase Agreement dated November 3, 2025 (see “Summary—Private Placement”). We are registering the shares
of common stock in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the ownership
of the shares of common stock and as otherwise disclosed in this prospectus and as disclosed in this section under “Material Relationships
with Selling Stockholder” below, the selling stockholder has not had any material relationship with us within the past three years.
The selling stockholder is not a broker-dealer or an affiliate of a broker-dealer.
The
table below lists the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the
selling stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder, as of
January 30, 2026. The third column lists the shares of common stock being offered by this prospectus by the selling stockholder.
In
accordance with the terms of the Purchase Agreement, this prospectus covers the resale of the number of shares of common stock underlying
a pre-funded warrant issued to the selling stockholder under the Purchase Agreement. The fourth column assumes the sale of all of the
shares offered by the selling stockholder pursuant to this prospectus.
The
selling stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
| Selling Stockholder | |
Number of shares beneficially owned prior to offering(1) | | |
Number of shares offered | | |
Number
of shares beneficially owned after offering(2) | | |
Percentage of shares beneficially owned after offering(3) | |
| Alternative Investment Capital Inc.(4) | |
| 21,924 | | |
| 625,156 | | |
| 647,080 | (5) | |
| 24.1 | % |
(1)
Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days
through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a
person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or
shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes
the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest
in the security. To our knowledge, subject to community property laws where applicable, the selling stockholder named in the table has
sole voting and investment power with respect to the common stock shown as beneficially owned by the selling stockholder, except as otherwise
set forth in the footnotes to the table.
(2)
Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptions
that (a) all shares of common stock offered for resale under this prospectus will be sold and (b) no other shares of common stock are
acquired or sold by the selling stockholder prior to completion of this offering. However, the selling stockholder may sell all, some
or none of such shares offered pursuant to this prospectus.
(3)
Based on 2,682,228 shares of common stock outstanding as of January 30, 2026.
(4)
Connor Yuen has voting and dispositive power over the shares. The address of the selling stockholder is 850 New Burton Road, Suite 201,
Dover, DE 19904.
(5)
Includes 625,156 shares issuable upon exercise of a pre-funded warrant. The pre-funded warrant cannot be exercised to the extent such
exercise would result in the holder beneficially owning more than 4.99% of the Company’s common stock. The ownership amount in
the table does not give effect to such beneficial ownership limitation.
Material
Relationships with Selling Stockholder
June
2025 Private Placement
On
June 20, 2025, we entered into a securities purchase agreement with the selling stockholder (the “June 2025 Purchase Agreement”),
for the sale by the Company to the selling stockholder, in a private placement, of 21,924 shares of common stock of the Company and 1,158,953
pre-funded warrants, each to purchase one share of common stock of the Company at a purchase price of $3.599 and exercise price
of $0.001 per pre-funded warrant (the “June 2025 Private Placement”). The June 2025 Private Placement closed on June
24, 2025 and we received gross proceeds of approximately $4.3 million before deducting fees and other offering expenses payable by us.
Other
than the transactions described above and in “The Private Placement,” we have had no material relationships with the selling
stockholder in the last three (3) years.
PLAN
OF DISTRIBUTION
The
selling stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its securities
covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the
following methods when selling securities:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
● |
privately
negotiated transactions; |
| |
● |
settlement
of short sales; |
| |
● |
in
transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated
price per security; |
| |
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
● |
a
combination of any such methods of sale; or |
| |
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended, or the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.
In
connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholder may also sell securities short and deliver these securities to close out its short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
We
agreed to keep this prospectus effective until (i) the date on which the securities may be resold by the selling stockholder without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 without the requirement for the Company
to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or
(ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any person engaged in the
distribution of the resale securities may not, subject to certain exceptions, simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholder or any other
person. We will make copies of this prospectus available to the selling stockholder and have informed it of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities
Act).
LEGAL
MATTERS
The
validity of the shares of common stock offered in this prospectus has been passed upon for us by Sullivan & Worcester LLP, New York,
New York.
EXPERTS
The
consolidated financial statements of Shuttle Pharmaceuticals Holdings, Inc. as of and for the years ended December 31, 2024 and 2023
incorporated by reference in this prospectus and in the registration statement of which this prospectus forms a part, have been so incorporated
in reliance on the report of Forvis Mazars, LLP, an independent registered public accounting firm. Such consolidated financial statements
have been incorporated herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The report of Forvis Mazars, LLP contains an explanatory paragraph regarding substantial doubt about the Company’s ability to continue
as a going concern.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to this
prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer
to the registration statement, including the exhibits and schedules attached to the registration statement and the information incorporated
by reference, for further information about us and the securities being offered pursuant to this prospectus. The documents we are incorporating
by reference into this prospectus are:
| |
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 26, 2025; |
| |
● |
Our
Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 8, 2025, for the quarterly
period ended June 30, 2025, filed with the SEC on August 13, 2025, and for the quarterly period ended September 30, 2025, filed with
the SEC on November 13, 2025; |
| |
● |
Our
Current Reports on Form 8-K filed with the SEC on January
7, 2025, January
21, 2025, January
28, 2025, February
27, 2025, February
28, 2025, March
12, 2025, March
13, 2025, March
25, 2025, March
31, 2025, April
4, 2025, April
10, 2025, April
21, 2025, May
15, 2025, May
28, 2025, June
25, 2025, July
30, 2025, September
5, 2025, September
8, 2025, September
17, 2025, September
18, 2025, September
22, 2025, October
21, 2025, November
7, 2025, November
17, 2025, November 21, 2025, November
26, 2025, November 28, 2025, December 29, 2025 and January 12, 2026; and |
| |
● |
The
description of our common stock contained in our Registration Statement on Form
8-A, registering our common stock under Section 12(b) under the Exchange Act, filed with the SEC on August 29, 2022 (File No.
001-41488), including any amendments or reports filed for the purpose of updating such description. |
All
documents subsequently filed by us with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports
on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise
indicated therein) prior to the termination or completion of the offering made pursuant to this prospectus are also incorporated herein
by reference and will automatically update and supersede information contained or incorporated by reference in this prospectus.
You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address: 401 Professional Drive, Suite
260, Gaithersburg, MD 20879, (240) 430-4212.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered hereby.
This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules filed therewith. For further information about us and our securities offered hereby, we refer
you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the
contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,
and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit
to the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address is www.sec.gov.
We
are subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website.
We also maintain a website at www.shuttlepharma.com, at which you may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed
through, our website is not part of this prospectus.
Shuttle Pharmaceuticals Holdings, Inc.
625,156 Shares of Common Stock
PROSPECTUS
The date of this prospectus
is January 30, 2026
